CENTRAL EUROPEAN MEDIA ENTERPRISES LTD (Form: 8-K, Received: 04/30/2012 17:27:34)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (date of earliest event reported): April 30, 2012

CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.

(Exact name of registrant as specified in its charter)

BERMUDA	0-24796	98-0438382
(State or other jurisdiction of incorporation and organisation)	(Commission File Number)	(IRS Employer Identification No.)

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

Registrant's telephone number, including area code: (441) 296-1431

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement

On April 30, 2012, Central European Media Enterprises Ltd. (the “ Company ”) entered into (i) a Term Loan Facilities Credit Agreement (the “ TW Credit Agreement ”) with Time Warner Inc. (“ TW ”), (ii) a Subscription and Equity Commitment Agreement (the “ Equity Commitment Agreement ”) with Time Warner Media Holdings B.V. (“ TW Investor ”), (iii) a Letter Agreement (the “ Preemptive Rights Letter Agreement ”), with TW Investor and RSL Capital LLC (“ RSL Investor ”), an affiliate of Ronald S. Lauder, RSL Savannah LLC, RSL Investments Corporation and Ronald S. Lauder, (iv) a Subscription Agreement (the “ RSL Subscription Agreement ”) with Ronald S. Lauder and RSL Investor, (v) a Registration Rights Agreement (the “ RSL Registration Rights Agreement ”) with Ronald S. Lauder and RSL Investor and (vi) a First Amendment to Investor Rights Agreement (the “ Investor Rights Amendment ”) with RSL Savannah LLC, RSL Investor, RSL Investments Corporation, Ronald S. Lauder and TW Investor.

TW Credit Agreement

Under the TW Credit Agreement, TW has agreed to loan an aggregate principal amount of up to $300 million to the Company in three tranches (the “ TW Loans ”), with the amounts the Company can draw upon for each tranche corresponding to the amount of its outstanding 3.50% Senior Convertible Notes due 2013 (the “ 2013 Notes ”), its outstanding Senior Floating Rate Notes due 2014 (the “ 2014 Notes ”) or its outstanding 11.625% Senior Notes due 2016 (the “ 2016 Notes ”), as applicable, validly tendered and accepted for purchase by the Company under cash tenders for certain of the Company’s outstanding indebtedness announced on April 30, 2012. For the first 180 days after the applicable TW Loan disbursement date, the 2013 Notes tranche will bear the same interest rate as the 2013 Notes (3.5% per annum); the 2014 Notes tranche will bear the same interest rate as the 2014 Notes (Euribor plus 1.625% per annum), and the 2016 Notes tranche will bear the same interest rate as the 2016 Notes (11.625% per annum). The 2013 Notes tranche, the 2014 Notes tranche and the 2016 Notes tranche will have the same maturity date as the 2013 Notes, the 2014 Notes and the 2016 Notes, respectively. During this 180-day period, if the Company makes any equity offerings and does not use the net cash proceeds to repay the TW Loans, the interest rates for the TW Loans will increase to 15% per annum for the 2013 Notes tranche, 20% per annum for the 2014 Notes tranche and 20% per annum for the 2016 Notes tranche. After the 180th day following the borrowing under the applicable tranche, the interest rate on the 2013 Notes tranche will be 9% per annum, the interest rate on the 2014 Notes tranche will be 12% per annum and, the interest rate on the 2016 Notes tranche will be 15% per annum, respectively, for so long as the amount of the TW Loans outstanding is less than or equal to $50 million, and will be 15% per annum for the 2013 Notes tranche, 20% per annum for the 2014 Notes tranche and 20% per annum for the 2016 Notes tranche, respectively, for so long as the amount of the TW Loans outstanding is in excess of $50 million.

Any cash proceeds from the TW Subscription and the RSL Subscription (each as described below) as well as from TW Investor’s purchase of shares of Class A common stock in connection with the exercise of pre-emptive rights to maintain its 40% ownership interest on a diluted basis, if received by the Company prior to completion of the tenders and drawing under the TW Credit Agreement, will reduce the amounts that will be drawn by the Company under the TW Credit Agreement, and if received by the Company after drawing under the TW Credit Agreement, will be applied toward repayment of the TW Loans.

The Company will have the right to prepay the TW Loans without penalty at any time in whole or in part prior to the scheduled maturity of the TW Loans. Any such prepayments will be applied first against the 2016 Notes tranche, next against the 2014 Notes tranche and finally against the 2013 Notes tranche. The TW Credit Agreement incorporates by reference certain covenants contained in (i) the indenture among the Company, as Issuer, Central European Media Enterprises N.V. (“ CME N.V. ”) and CME Media Enterprises B.V. (“ CME B.V. ”), as Subsidiary Guarantors (the “ Subsidiary Guarantors ”), The Bank of New York, acting through its London Branch, The Law Debenture Trust Corporation p.l.c., and The Bank of New York (Luxembourg) S.A., dated September 17, 2009; (ii) the indenture among CET 21 spol. s r.o., as Issuer, the Company, CME N.V., CME B.V., CME Slovak Holdings B.V., CME Investments B.V. and MARKÍZA-SLOVAKIA, spol. s r.o., as Guarantors, Citibank, N.A., London Branch, and Citigroup Global Markets Deutschland AG, dat ed October 21, 2010; and (iii) the secured revolving credit facility among CET 21 spol. s r.o., BNP Paribas S.A., J.P. Morgan plc, Citigroup Global Markets Limited, ING Bank N.V. and Česká Spořitelna, a.s., as mandated lead arrangers and original lenders, BNP Paribas S.A., as agent, BNP Paribas Trust Corporation UK Limited, as security agent, and the Company and certain other parties thereto as original guarantors dated October 21, 2010, as amended. The events of default in the TW Credit Agreement are substantially similar to those set forth in the foregoing agreements.

The TW Loans, which are unsecured, will be guaranteed by the Subsidiary Guarantors. The TW Loans will rank pari passu with the claims of the Company’s other unsecured and unsubordinated creditors and the guarantees will be senior, unsecured obligations of the respective Subsidiary Guarantor. In addition, the TW Credit Agreement will prohibit the Company from using the TW Loans to purchase any notes owned by CME B.V. and restricts the Company’s ability to incur ratio debt under certain of its indentures. TW’s commitment to provide the TW Loans will terminate 180 days after the signing of the TW Credit Agreement.

Equity Commitment Agreement

Pursuant to the Equity Commitment Agreement, the Company has agreed to issue to TW Investor at a price of $7.51 per share (the “ Purchase Price ”), the number of shares of Class A common stock such that TW Investor will own a number of shares of Class A common stock that would equal a 40% interest in the Company on a diluted basis (and at least 9.5 million shares) (the “ TW Subscription Shares ”). “ Diluted basis ” is calculated based on the Company’s outstanding shares of capital stock, options, warrants and other securities convertible into, or exercisable or exchangeable for, the Company’s equity interests but would not include the shares of Class A common stock into which the Company’s outstanding 2013 Notes and 5.0% Senior Convertible Notes due 2015 are convertible from time to time. The Purchase Price is equal to the Company ’ s volume-weighted average closing share price on the Nasdaq Global Select Market for the 20 trading days immediately preceding the signing of the Equity Commitment Agreement. Based on the number of shares of capital stock, options, warrants and other securities convertible into the Company’s equity interests that are outstanding as of April 30, 2012, approximately 9.5 million shares of Class A common stock would be issued to TW Investor for aggregate proceeds to the Company of approximately $71.3 million.

In addition, under the Equity Commitment Agreement, TW Investor granted to the Company an option to cause TW Investor to purchase, and the Company granted to TW Investor an option to purchase, at the Purchase Price, the number of shares of Class A common stock (the “ Option Shares ”) that would generate proceeds to repay the then outstanding principal amount under the TW Loans, subject to certain limitations, including restrictions that (i) TW Investor and its affiliates may not acquire any shares that would result in their beneficial ownership exceeding 49.9% of the total outstanding voting securities of the Company (the “ Standstill Cap ”) and (ii) TW Investor may not acquire any shares that would result TW Investor, along with its “group” (as such terms is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), beneficially owning more than 49.9% of the outstanding number of shares of Class A common stock (the “ Group Cap ”), provided that, in the case of subclause (ii), the Company will issue to TW Investor one share of preferred stock that would be convertible into the number of shares of Class A common stock that TW Investor was not able to acquire because of the Group Cap when the Group Cap no longer is in effect.

The Company may exercise its option at any time from and after the date of the first drawing of the TW Loans, provided that prior to the 180th day following the date of the first drawing of the TW Loans, the Company’s option may be exercised by the Company only if the proceeds would be sufficient to repay all TW Loans outstanding under the TW Credit Agreement. TW Investor may exercise its option at any time from and after the earlier to occur of (x) the 180th day after the first drawing of the TW Loans and (y) the 10th business day following the Company’s receipt of net proceeds from equity offerings equal to the maximum amount of proceeds the Company would seek to raise in any equity offerings for cash undertaken in connection with these transactions, as described in the Equity Commitment Agreement. The total amount of shares of Class A common stock issued under this put option will be such number as is necessary to repay the TW Loans but not more than would result in TW Investor’s ownership interest in the Company exceeding the Standstill Cap or Group Cap. The Company will have the right to issue such Option Shares to TW Investor at the Purchase Price for a corresponding reduction in the outstanding amount of the TW Loans.

The issuance of the TW Subscription Shares is subject to the satisfaction or waiver of a number of conditions, including the receipt of shareholder approval of the issuance of shares to TW Investor and RSL Investor, the absence of a material adverse change, the effectiveness of an amendment (the “ Investor Rights Amendment ”) to an Investor Rights Agreement, dated May 18, 2009, by and among TW Investor, RSL Investor, affiliates of RSL Investor and the Company (the “ Investor Rights Agreement ”), which is described further below.

Pursuant to a registration rights agreement, dated May 18, 2009, between the Company and TW Investor (the “ TW Registration Rights Agreement ”), TW Investor has the right to demand in any consecutive twelve-month period up to two registrations of equity securities held by TW Investor and its affiliates, including any shares acquired by the TW Investor under the Equity Commitment Agreement (the “ TW Shares ”) (subject to requesting a minimum amount of equity securities to be registered), the right to request a shelf registration and piggyback registration rights (subject to customary cutbacks). The TW Registration Rights Agreement was previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

Preemptive Rights Letter Agreement

Pursuant to the Preemptive Rights Letter Agreement, TW Investor agrees to exercise its preemptive rights to acquire additional shares of Class A common stock of the Company in connection with issuances of Class A common stock by the Company in any equity offerings for cash or in any privately negotiated transactions to repurchase certain indebtedness that we may undertake during the 180-day period following the date of the first drawing of the TW Loans or, if earlier, the repayment of the TW Loans. Under the Preemptive Rights Letter Agreement, TW Investor can subscribe for shares of Class A common stock at the lesser of the Purchase Price and the offer price in these equity offerings prior to the repayment of the TW Loans.

Voting Agreement

The TW Shares will be subject to the Irrevocable Voting Deed and Corporate Representative Appointment, dated May 18, 2009, by and among the Company, TW Investor and RSL Savannah LLC (the “ Voting Agreement ”). Pursuant to the Voting Agreement, TW Investor granted RSL Savannah LLC the right to vote shares of Class A common stock or Class B common stock acquired by TW Investor during the term of the Voting Agreement except with respect to certain transactions that would result in a change of control of the Company.

A description of the Voting Agreement is contained in the Company’s Current Report on Form 8-K filed with the SEC on March 22, 2009. The Voting Agreement was previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

RSL Subscription Agreement

Pursuant to the RSL Subscription Agreement, the Company has agreed to issue to RSL Investor 2,000,000 shares of Class A common stock (the “ RSL Subscription Shares ”) at the Purchase Price for aggregate proceeds of approximately $15.0 million.

The issuance of the RSL Subscription Shares is subject to the satisfaction or waiver of a number of conditions, including the receipt of shareholder approval of the issuance of shares to TW Investor and RSL Investor, the absence of a material adverse change, the issuance of the TW Subscription Shares and the effectiveness of the RSL Registration Rights Agreement and Investor Rights Amendment.

RSL Registration Rights Agreement

Pursuant to the RSL Registration Rights Agreement, upon the issuance of the RSL Subscription Shares, RSL Investor will receive the right to demand, in any consecutive twelve-month period, up to two registrations of certain equity securities held by the RSL Investor and its affiliates (subject to requesting a minimum amount of equity securities to be registered), the right to request a shelf registration, and piggyback registration rights (subject to customary cutbacks).

Investor Rights Amendment

At the time of closing of the sale of the TW Subscription Shares and the RSL Subscription Shares, the Company, TW Investor and RSL Investor (together with certain of RSL Investor’s affiliates) will enter in the Investor Rights Amendment, which amends the Investor Rights Agreement to: (i) prevent the Company from issuing any equity securities other than Class A common stock, options, warrants, restricted stock units and other similar securities convertible into or exercisable for Class A common stock under options plans, (ii) prevent the Company from issuing any indebtedness, or amending the terms of any existing indebtedness, pursuant to which the having or acquiring of beneficial ownership of any amount or percentage of securities of the Company by TW Investor would result in a breach, default, fundamental change, change of control, triggering of special rights, acceleration or any similar event, (iii) add RSL Investor as a party to the Investor Rights Agreement and grant the RSL Investor the right to purchase shares to maintain a 4.7% pro rata interest in the Company in connection with Class A common stock offerings for cash we may undertake during the period ending 180 days after the date of the first drawing of the TW Loans, (iv) until the conclusion of the first annual general meeting of the Company following the termination of the Voting Agreement, have the Company agree to nominate two Board nominees designated by TW Investor and (v) require the RSL Investor and TW Investor to convert all shares of Class B common stock held by them and their affiliates into shares of Class A common stock on a one-to-one basis at the time the subscription shares are issued to TW Investor.

A description of the Investor Rights Agreement is contained in the Company’s Current Report on Form 8-K filed with the SEC on March 22, 2009. The Investor Rights Agreement was previously filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K under the subheading “TW Credit Agreement” is incorporated herein by reference.

Item 3.02

Unregistered Sale of Securities

On the date of the closing and issuance of the RSL Subscription Shares, the Company will issue to RSL Investor 2,000,000 shares of Class A common stock, at a price of $7.51 per share, for aggregate proceeds to the Company of approximately $15.0 million. On the date of the closing and issuance of the TW Subscription Shares, the Company will also issue to TW Investor the number of shares of Class A common stock that would result in TW Investor owning 40% of the Company on a diluted basis, and at least 9,500,000 shares of Class A common stock. Based on the number of shares of common stock and other relevant equity interests convertible into, or exercisable or exchangeable for, the Company’s equity interests that are outstanding as of April 30, 2012, approximately 9.5 million shares of Class A common stock would be issued to TW Investor for aggregate proceeds to the Company of approximately $71.3 million. However, because the calculation of diluted basis takes into account outstanding shares of capital stock, options, warrants and other securities convertible into, the Company’s equity interests, such amounts may change depending on our outstanding capitalization on the Closing Date.

The Company is relying on exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended based on (i) representations to the Company made by TW Investor and RSL Investor that each is an accredited investor and that the TW Shares and RSL Shares are being acquired for investment and (ii) the fact that TW Investor and RSL Investor were the only persons offered the Company’s Class A common stock.

Item 7.01

Regulation FD Disclosure

On April 30, 2012, the Company issued a press release announcing the entry into the agreements described in Item 1.01 of this Current Report on Form 8-K. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

In addition, on April 30, 2012, the Company issued a press release announcing the commencement of a cash tender offer for any and all outstanding 2013 Notes and a press release announcing the commencement of cash tender offers for up to the Euro equivalent of $170.0 million aggregate principal amount of the outstanding 2014 Notes and 2016 Notes. The press releases are respectively filed as Exhibits 99.2 and 99.3 to this Current Report on Form 8-K.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit 4.1		Registration Rights Agreement, by and among Ronald S. Lauder, RSL Investor and the Company, dated as of April 30, 2012

Exhibit 10.1		Term Loan Facilities Credit Agreement, by and between TW and the Company, dated as of April 30, 2012

Exhibit 10.2		Subscription and Equity Commitment Agreement, by and between TW Investor and the Company, dated as of April 30, 2012

Exhibit 10.3		Letter Agreement, by and among TW Investor, the Company, RSL Savannah LLC, RSL Capital LLC, RSL Investments Corporation and Ronald S. Lauder, dated as of April 30, 2012

Exhibit 10.4		Subscription Agreement, by and among Ronald S. Lauder, RSL Investor and the Company, dated as of April 30, 2012

Exhibit 10.5		First Amendment to the Investor Rights Agreement, by and among the Company, Ronald S. Lauder, RSL Savannah LLC, RSL Investor, RSL Investments Corporation and TW Investor, dated as of April 30, 2012

Exhibit 99.1		Press Release dated April 30, 2012 announcing the transactions among the Company, TW Investor and RSL Investor

Exhibit 99.2		Press Release dated April 30, 2012 announcing the commencement of a cash tender offer for 2013 Notes

Exhibit 99.3		Press Release dated April 30, 2012 announcing the commencement of cash tender offers for 2014 Notes and 2016 Notes

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.

	CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.
Date: April 30, 2012	/s/ David Sach
	David Sach
	Chief Financial Officer

Ex. 4.1

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) is made as of April 30, 2012, by and among Central European Media Enterprises Ltd., a Bermuda company (the “ Company ”), Ronald S. Lauder and RSL Capital LLC, a New York limited liability company (“ RSL ”). Certain capitalized terms used in this Agreement are defined in Section 2 hereof.

1. Recitals .

1.1 WHEREAS, the Company and RSL are parties to that certain Subscription Agreement, dated as of April 30, 2012 (the “ Subscription Agreement ”);

1.2 WHEREAS, in connection with the transactions contemplated by that certain Subscription and Equity Commitment Agreement by and between the Company and Time Warner Media Holdings B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands, dated as of April 30, 2012, all Class B Common Shares outstanding will convert into Class A Common Shares (the “ Conversion ”);

1.3 WHEREAS, as of the date hereof, the Company issued to RSL two million (2,000,000) newly issued Class A Common Shares (the “ Shares ”) for cash in the aggregate amount of US$15,020,000, on the terms and conditions set forth in the Subscription Agreement;

1.4 WHEREAS, the Company, Ronald S. Lauder and RSL desire to enter into this Agreement to provide for certain matters with respect to the registration of the Registrable Securities;

NOW, THEREFORE, in consideration of the foregoing, and the mutual agreements set forth herein and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

2. Definitions .

As used herein, unless the context otherwise requires, the following terms have the following respective meanings:

“ Affiliate ”: of any Person, means any other Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person; provided, that RSL and its Affiliates shall not be Affiliates of the Company for purposes of this Agreement. As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise). Without limiting the foregoing, RSL Investments Corporation and RSL Savannah LLC are Affiliates of Ronald S. Lauder and RSL.

“ Agreement ”: As defined in the preamble hereto.

“ Class A Common Shares ”: means the shares of Class A Common Stock, par value $0.08 per share, of the Company, having such rights associated with such Class A Common Shares as set forth in the governing documents of the Company, including the Company’s Bye-laws, and any Equity Securities issued or issuable in exchange for or with respect to such Class A Common Shares (i) by way of dividend, split or combination of shares or (ii) in connection with a reclassification, recapitalization, merger, consolidation, going private, tender offer, amalgamation, change of control, other reorganization or similar transaction.

“ Class B Common Shares ”: means the shares of Class B Common Stock, par value $0.08 per share, of the Company, having such rights associated with such Class B Common Shares as set forth in the governing documents of the Company, including the Company’ s Bye-laws, and any Equity Securities issued or issuable in exchange for or with respect to such Class B Common Shares (i) by way of dividend, split or combination of shares or (ii) in connection with a reclassification, recapitalization, merger, consolidation, going private, tender offer, amalgamation, change of control, other reorganization or similar transaction.

“ Commission ”: The Securities and Exchange Commission or any other Federal agency at the time administering the Securities Act.

“ Company ”: As defined in the preamble hereto.

“ Equity Securities ”: means (i) shares or other equity interests (including the Class A Common Shares, which, for the avoidance of doubt, shall include any Class A Common Shares resulting from the conversion of the Class B Common Shares into Class A Common Shares pursuant to the Conversion and the Class B Common Shares) of the Company and (ii) options, warrants or other securities that are directly or indirectly convertible into, or exercisable or exchangeable for, shares or other equity interests of the Company.

“ Exchange Act ”: The Securities Exchange Act of 1934, as amended, or any similar Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. Reference to a particular Section of the Securities Exchange Act of 1934 shall include a reference to the comparable Section, if any, of any such similar Federal statute.

“ Initiating Holders ”: Any holder or holders of Registrable Securities initiating a request pursuant to Section 3.1 for the registration of all or part of such holder’s or holders’ Registrable Securities; provided however , that to initiate a request for registration pursuant to Section 3.1(a) , such holder(s) must hold in the aggregate more than fifty percent (50%) of all the outstanding Registrable Securities (as adjusted for splits, combination of shares, reclassification, recapitalization or like changes in capitalization). For the avoidance of doubt, an Initiating Holder pursuant to this Agreement shall only be RSL, any RSL Permitted Transferee, and any other transferees who, together with their Affiliates, acquire or hold at least twenty-five percent (25%) of the Registrable Securities (as adjusted for splits, combination of shares, reclassification, recapitalization or like changes in capitalization) (such transferees, “ Other Permitted Transferees ”).

“ Investor Rights Agreement ”: As defined in Section ‎ 12 of this Agreement.

“ Involuntary Transfer ”: Any Transfer (i) by seizure under levy of attachment or execution, (ii) in connection with any voluntary or involuntary bankruptcy or other court proceeding to a debtor in possession, trustee in bankruptcy or receiver or other officer or agency, (iii) pursuant to any statute pertaining to escheat or abandoned property, (iv) pursuant to a divorce or a separation agreement or final decree of a court in a divorce action, (v) to a legal representative of any person occasioned by the incompetence of such person or (vi) to a natural Person upon the death of Ronald S. Lauder, by will (as in effect on the date of this Agreement) or intestacy or pursuant to the laws governing descent and distribution.

“ NASDAQ ”: The automated screen-based quotation system operated by the Nasdaq Stock Market, Inc., a subsidiary of the National Association of Securities Dealers, Inc., or any successor thereto.

“ Other Permitted Transferees ”: As defined in the definition of “Initiating Holders” above.

“ Person ”: Any individual, corporation, partnership, limited liability company, association or trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“ Registrable Securities ”: (i) The Shares, (ii) any Class A Common Shares acquired by RSL or any of its Affiliates pursuant to the right of first offer in accordance with the Investor Rights Agreement, (iii) the Class A Common Shares resulting from the conversion of the Class B Common Shares held by RSL or any of its Affiliates into Class A Common Shares pursuant to the Conversion, (iv) any Class A Common Shares acquired by RSL or one of its Affiliates after the date hereof, so long as in the written opinion of counsel reasonably satisfactory to the Company such shares when taken together with all other Registrable Securities beneficially owned by RSL and its Affiliates may not be transferred in any three (3) month period without restriction or limitation pursuant to Rule 144 (without regard to permitted dispositions by non-affiliates of the Company) and Registrable Securities defined in clauses (i), (ii), (iii), (v) or (vi) of this definition of “Registrable Securities” are then outstanding, (v) any Class A Common Shares acquired by RSL or one of its Affiliates pursuant to Section 7.6 of the Investor Rights Agreement and (vi) any securities issued or issuable with respect to any Class A Common Shares referred to above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise; provided that such Class A Common Shares or such securities issued or issuable with respect to any Class A Common Shares are held by either RSL, RSL Permitted Transferees or Other Permitted Transferees. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (b) they shall have been distributed to the public pursuant to Rule 144 (or any successor provision) under the Securities Act, (c) they shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent disposition of them shall not require registration or qualification of them under the Securities Act or any similar state law then in force, (d) in the written opinion of counsel to the holder all Registrable Securities beneficially owned by such holder of Registrable Securities and its Affiliates may be transferred in any three (3) month period without restriction or limitation pursuant to Rule 144 (without regard to permitted dispositions by non-affiliates of the Company) or (e) they shall have ceased to be outstanding. Notwithstanding anything herein to the contrary, the holders of Registrable Securities shall include, and the rights of holders of Registrable Securities pursuant to the terms of this Agreement shall be attributable to, any Person who has the right exercisable in its discretion to acquire Registrable Securities, whether pursuant to a conversion of Class B Common Shares or otherwise, without any requirement that such Person acquire (whether pursuant to such conversion, distribution or otherwise) such Registrable Securities prior to an offering of such securities.

“ Registration Expenses ”: All expenses incident to the Company’s performance of or compliance with Section 3 , including, without limitation, all registration, filing and Financial Industry Regulatory Authority fees, all stock exchange listing fees, all fees and expenses of complying with securities or blue sky laws, all word processing, duplicating and printing expenses, messenger and delivery expenses, the reasonable fees and disbursements of counsel for the Company, one counsel for the selling shareholders and of the Company’s independent public accountants, including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance, any fees and disbursements of underwriters customarily paid by issuers of securities, but excluding underwriting discounts and commissions and transfer or other taxes, if any.

“ RSL ”: As defined in the preamble hereto.

“ RSL Permitted Transferee ”: means (a)(i) Ronald S. Lauder and his spouse, (ii) any lineal descendant of Ronald S. Lauder or Ronald S. Lauder’s parents, the spouse of any such descendant or a lineal descendant of any such spouse, (iii) the Ronald S. Lauder Foundation, The Neue Galerie New York or other charitable institution controlled (whether by funding or otherwise) by Ronald S. Lauder and/or other RSL Permitted Transferees described in clause (a) of this definition, (iv) a trustee of a trust (whether inter vivos or testamentary), all of the current beneficiaries and presumptive remaindermen of which are Ronald S. Lauder and/or one or more Persons described in clauses (i) through (iii) of this definition, (v) a corporation, limited liability company, trust, cooperative or partnership or any other entity of which all of the outstanding shares of capital stock or interests therein are owned directly or indirectly by Ronald S. Lauder and/or Persons described in clauses (i) though (iv) of this definition, (vi) an individual covered by a qualified domestic relations order with Ronald S. Lauder or any Person described in clauses (i) or (ii) of this definition, and (vii) a legal or personal representative of Ronald S. Lauder or any Person described in clauses (i), (ii) or (iv) of this definition, in the event of such Person’s death or disability; provided that a Transfer to such Persons described in clause (a) of this definition is made in connection with a bona fide estate planning purpose; or (b) any Person that is a transferee in connection with an Involuntary Transfer. For purposes of this definition, “presumptive remaindermen” refers to those Persons entitled to a share of a trust’s assets if it were then to terminate.

“ Rule 144 ”: As defined in Section 16(a) hereto.

“ Securities Act ”: The Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as of the same shall be in effect at the time. References to a particular Section of the Securities Act of 1933 shall include a reference to the comparable Section, if any, of any such similar federal statute.

“ Shares ”: As defined in the recitals hereto.

“ Shelf Registration ”: As defined in Section 3.1(b) hereto.

“ Shelf Registration Statement ”: As defined in Section 3.1(b) hereto.

“ Subscription Agreement ”: As defined in the recitals hereto.

“ Transfer ”: A direct or indirect transfer in any form, including a sale, assignment, conveyance, pledge, charge, mortgage, encumbrance, securitization, hypothecation or other disposition, or any purported severance or alienation of the Shares (including the creation of any derivative or synthetic interest) or “beneficial ownership” thereof (as determined pursuant to Rule 13d-3 under the Exchange Act) or the act of so doing, as the context requires, other than any bona fide mortgage, encumbrance, pledge or hypothecation of capital stock to a financial institution in connection with any bona fide loan to RSL or any other holder of Registrable Securities from such financial institution in which such financial institution does not have the power to vote or dispose of such capital stock other than in the case of a default caused by the actions or inactions of RSL.

“ TW ”: Time Warner Media Holdings B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands.

“ TW Registrable Shares ”: As defined in the TW Registration Rights Agreement under the definition “Registrable Shares.”

“ TW Registration Rights Agreement ”: That certain Registration Rights Agreement, by and between the Company and TW, dated as of May 18, 2009.

“ TW Shares ”: As defined in the TW Voting Agreement.

“ TW Voting Agreement ”: As defined in Section ‎ 17 hereto.

3. Registration under Securities Act, etc.

3.1 Registration on Request .

(a) Request . At any time, upon the written request of one or more Initiating Holders requesting that the Company effect the registration under the Securities Act of all or part of such Initiating Holders’ Registrable Securities and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, use commercially reasonable efforts to effect the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition (not to exceed, in the case of an underwritten offering, the number of Registrable Securities that the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) may be distributed, in its belief, without interfering with the successful marketing of such securities (such writing to state the basis of such belief)) in accordance with the intended method of disposition stated in such request to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. Notwithstanding the foregoing, the Company shall not be required to effect more than two registrations pursuant to this Section 3.1(a) in any period of twelve consecutive calendar months. The Company shall be entitled to elect to register securities for its own account in connection with the offering of Registrable Securities pursuant to this Section 3.1(a) , subject to (i) the managing underwriter of such offering advising the Initiating Holder in writing that, in its opinion, the inclusion of such securities on behalf of the Company will not result in a number of securities being offered which exceeds the number of securities which the managing underwriter believes could be sold in the offering and (ii) the inclusion of such securities on behalf of the Company not entitling any other Person to include securities in such offering.

(b) Shelf Registration . So long as the Company is eligible to register securities on Form S-3 under the Securities Act (or any successor or similar form then in effect), the Company shall, at the request of the Initiating Holders, use its commercially reasonable efforts to promptly file and cause to be effective, if available, a registration statement on Form S-3 (a “ Shelf Registration Statement ”) for an offering of Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a “ Shelf Registration ”) and shall use its commercially reasonable efforts to keep the Shelf Registration Statement effective and usable for the resale of Registrable Securities until the date on which all Registrable Securities so registered have been sold pursuant to the Shelf Registration Statement or until such securities cease to be Registrable Securities.

(c) Offering Requirements . The Company shall not be required to effect any registration of Registrable Securities pursuant to Section 3.1(a) or Section 3.1(b) unless the anticipated aggregate public offering price (before any underwriting discounts and commissions) of the Registrable Securities requested to be registered by the Initiating Holders is equal to or greater than $25 million; provided that , in the case of an underwritten offering, the Company shall not be required to effect any such registration unless the anticipated aggregate public offering price (before any underwriting discounts and commissions) of the Registrable Securities requested to be registered by the Initiating Holders is equal to or greater than $50 million. Notwithstanding the foregoing, the Company shall not be obligated to effect any such registration if within 20 days of receipt of a written request from any Initiating Holder or Initiating Holders pursuant to this Section 3.1 , the Company gives notice to such Initiating Holder or Initiating Holders of the Company’s intention to make a public offering within 45 days from receipt of such written request from any Initiating Holder or Initiating Holders (other than on Form S-4 or S-8 or any successor or similar forms); provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective and provided that the Company may only delay an offering pursuant to this provision for a period of not more than 45 days, if a filing of any other registration statement is not made within that period, and the Company may only exercise this right twice in any twelve (12)-month period.

(d) Registration Statement Form . Registrations under Section 3.1(a) shall be on such appropriate registration form of the Commission (i) as shall be selected by the Company and (ii) as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in their request for such registration.

(e) Expenses . The Company shall pay any Registration Expenses (excluding underwriting discounts and commissions and transfer or other taxes, if any) in connection with each registration requested under this Section 3.1 ; provided that the Company shall not be required to pay any Registration Expenses if the registration request is subsequently withdrawn at the request of the holders of a majority of the Registrable Securities to be registered (in which case all selling shareholders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration) unless the registration statement required to be filed pursuant to Section 3.3(i) is (x) not filed with the Commission by the date that is 30 days after such registration request is received by the Company and has not at the time of such withdrawal been filed with the Commission, (y) not declared effective by the date that is 90 days after the date such registration statement is filed with the Commission and has not at the time of such withdrawal been declared effective or (z) withdrawn following receipt of notice from the Company of the occurrence of any event of the kind described in clauses (B) through (E) of subdivision (vii) or subdivision (viii) of Section 3.3. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf.

(f) Effective Registration Statement . A registration requested pursuant to this Section 3.1 shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective, provided that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal to proceed of the Initiating Holders shall be deemed to have been effected by the Company at the request of such Initiating Holders, (ii) if, after it has become effective, such registration becomes subject to, for longer than 60 days, any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason or (iii) the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied by reason of an act or omission by the Company. If a Shelf Registration is requested, the Company shall not be required to keep the registration statement effective during any period or periods (up to a total of 90 days in any 12-month period) if, based on the advice of counsel, the continued effectiveness of the registration statement would require the Company to disclose a material financing, acquisition, corporate development or other material information and the Company shall have determined that such disclosure would be detrimental to the Company; provided , further , that the requirement to use commercially reasonable efforts to keep the registration statement effective shall be extended one day for each day that the Company allows the effectiveness of the registration statement to lapse in reliance on the preceding proviso.

(g) Selection of Underwriters . If a registration pursuant to this Section 3.1 involves an underwritten offering, one or more underwriters of internationally recognized standing shall be selected by the Company as underwriters thereof, provided that if the holders of a majority of the Registrable Securities reasonably object to the qualifications of such underwriter or underwriters, the Company shall select one or more underwriters in addition to the underwriter or underwriters to which objection was so made.

3.2 Incidental Registration .

(a) Right to Include Registrable Securities . If the Company at any time proposes to register any of its securities under the Securities Act (other than on Form S-4 or S-8 or any successor or similar forms and other than pursuant to Section 3.1 ), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Registrable Securities of its intention to do so and of such holders’ rights under this Section 3.2 . Upon the written request of any such holder made within 10 business days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1 , and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1 , nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1 . The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2 . Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf.

(b) Priority in Incidental Registrations . If (i) a registration pursuant to this Section 3.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and to holders of such other securities so requested to be included, exclude from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) (i) first, the number of such Registrable Securities so requested to be included in the registration pro rata among such holders on the basis of the number of such securities requested to be included by such holders and (ii) second, shares of such other securities so requested to be included by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s letter.

3.3 Registration Procedures .

If and whenever the Company is required to use its commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 3.1 and 3.2 , the Company shall, as expeditiously as possible:

(i) prepare and file (in the case of a registration pursuant to Section 3.1 , such filing to be made within 30 days after the initial request of one or more Initiating Holders of Registrable Securities) with the Commission the requisite registration statement to effect such registration and thereafter use its commercially reasonable efforts to cause such registration statement to become and remain effective, provided , however , that the Company may postpone the filing or effectiveness of any registration statement otherwise required to be filed by the Company pursuant to this Agreement or suspend the use of any such registration statement for a period of time, not to exceed 90 days in any 12-month period, if, based on an opinion of counsel to the Company, the Company determines that the filing or continued use of such registration statement would require the Company to disclose a material financing, acquisition or other corporate development and the Company shall have determined that such disclosure would be detrimental to the Company; provided , further , that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 3.2(a) , its securities which are Registrable Securities) at any time prior to the effective date of the registration statement relating thereto;

(ii) subject to Section 3.1(f) , prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until the earlier of (a) such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement or (b) such time as such securities cease to be Registrable Securities;

(iii) furnish or make available to each seller of Registrable Securities covered by such registration statement such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller; for the avoidance of doubt, the Company shall not be obligated to print any prospectuses other than in a public underwritten transaction;

(iv) use its commercially reasonable efforts to register or qualify all Registrable Securities and other securities covered by such registration statement under such other securities laws or blue sky laws of such jurisdictions as any seller thereof shall reasonably request, to keep such registrations or qualifications in effect for so long as such registration statement remains in effect, and take any other action which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the securities owned by such seller, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision (iv) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction;

(v) use its commercially reasonable efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities;

(vi) if an underwritten offering, enter into an underwriting agreement in customary and usual form with the underwriter(s) of such offering;

(vii) notify the holders of Registrable Securities and the managing underwriter or underwriters, if any, promptly and confirm such advice in writing promptly thereafter:

(A) when the registration statement, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed, and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective;

(B) of any request by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information;

(C) of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose;

(D) if at any time the representations and warranties of the Company made in an underwriting agreement as contemplated by Section 3.4 below cease to be true and correct; and

(E) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose;

(viii) notify each seller of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon the Company’s discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and at the request of any such seller promptly prepare and furnish to such seller and each underwriter, if any, a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made;

(ix) use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement;

(x) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all pertinent financial and other records, pertinent organizational documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all reasonably available information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;

(xi) permit one legal counsel to the sellers of Registrable Securities covered by such registration statement (which counsel shall be chosen by such sellers) to review and comment upon such registration statement filed pursuant to Section 3.1 and all amendments and supplements thereto at least three (3) days prior to their filing with the Commission, and not file any document in a form to which such legal counsel to such sellers reasonably objects;

(xii) reasonably cooperate with the sellers of Registrable Securities being offered to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a registration statement and enable such certificates to be in such denominations or amounts, as the case may be, as such sellers may reasonably request and registered on such names as such sellers may request;

(xiii) provide each seller of Registrable Securities covered by such registration statement with contact information for the Company’s transfer agent and registrar for all Registrable Securities registered pursuant to a registration statement hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration statement;

(xiv) in connection with any underwritten offering of Registrable Securities, furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, (1) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to the underwriters, addressed to the underwriters and (2) a letter, dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to the underwriters, addressed to the underwriters;

(xv) cause all Registrable Securities to be qualified for inclusion in or listed on the Prague Stock Exchange, the NASDAQ or any domestic or foreign securities exchange on which securities of the same class issued by the Company are then so qualified or listed; and

(xvi) take such other action that may be requested by a seller of Registrable Securities that are customary and reasonably required in connection with the sale of Registrable Securities.

The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company and the underwriter such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request.

No holder of Registrable Securities shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 3 .

Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in clauses (B) through (E) of subdivision (vii) of this Section 3.3 , such holder will forthwith discontinue such holder’s disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder’s receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (vii) of this Section 3.3 and, if so directed by the Company, will deliver to the Company (at the Company’s reasonable expense) all copies, other than permanent file copies, then in such holder’s possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice.

3.4 Underwritten Offerings .

(a) Requested Underwritten Offerings . If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 3.1 , the Company will enter into an underwriting agreement with such underwriters as provided in Section 3.3(vi) . The holders of the Registrable Securities will cooperate with the Company in the negotiation of the underwriting agreement and will give consideration to the reasonable suggestions of the Company regarding the form thereof. The holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement.

(b) Incidental Underwritten Offerings . If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 3.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Section 3.2 and subject to the provisions of Section 3.2(b) , use its commercially reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and the underwriters.

(c) Holdback Agreement . Each holder of Registrable Securities who participates in a registration agrees by acquisition of such Registrable Securities, if so required by the managing underwriter, not to sell, make any short sale of, loan, grant any option for the purchase of, effect any public sale or distribution of or otherwise dispose of any securities of the Company, in violation of Regulation M under the Securities Act or during the 90 days (or such longer time as reasonably requested by the managing underwriter up to 120 days) after any underwritten registration pursuant to Section 3.1 or 3.2 has become effective, except as part of such underwritten registration, whether or not such holder participates in such registration; provided that the restrictions contained in this sentence shall not apply to the holders of Registrable Securities in any registration following the closing date of the offering if such holders and their Affiliates collectively beneficially own (within the meaning of Rule 13d-3 under the Exchange Act) less than 5% of the outstanding Equity Securities. Each holder of Registrable Securities agrees that the Company may instruct its transfer agent to place stop transfer notations in its records to enforce this Section 3.4(c) .

(d) Participation in Underwritten Offerings . No Person may participate in any underwritten offering hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the Company and the holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements.

3.5 Indemnification .

(a) Indemnification by the Company . In the event of any registration of any securities of the Company under the Securities Act, the Company will, and hereby agrees to, indemnify and hold harmless the holder of any Registrable Securities covered by such registration statement, its directors and officers, each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such holder or any such director or officer or underwriter or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto (including any related issuer free-writing prospectus) or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or any violation by the Company of the Securities Act or the Exchange Act applicable to the Company in connection with such registration, and the Company will reimburse such holder and each such director, officer, underwriter and controlling person for any legal or any other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement (including any issuer free-writing prospectus) in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such holder specifically stating that it is for use in the preparation thereof (the foregoing shall not limit the obligations of the Company to any other holder that did not provide such written information), and provided , further , that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person’s failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder or any such director, officer, underwriter or controlling person and shall survive the transfer of such securities by such holder.

(b) Indemnification by the Sellers . The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 3.2 , that the Company shall have received an undertaking satisfactory to it from the prospective seller of such Registrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 3.5 ) the Company, each director of the Company, each officer of the Company, each other person, if any, who controls the Company within the meaning of the Securities Act, each other selling shareholder in the offering, each Person who controls such other selling shareholder, each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto (including any related issuer free-writing prospectus) if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement (or any related issuer free-writing prospectus). Any such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. Notwithstanding the foregoing, the indemnity obligation of each seller of Registrable Securities pursuant to this Section 3.5(b) shall be limited to an amount equal to the total proceeds (before deducting underwriting discounts and commissions and expenses) received by such seller for the sale of shares by such seller in a registration hereunder.

(c) Notices of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 3.5 , such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 3.5 , except to the extent that the indemnifying party is actually materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that the indemnifying party may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of any such action which is not solely a monetary settlement (which will be paid entirely by the indemnifying party) and does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability, or a covenant not to sue, in respect to such claim or litigation. No indemnified party shall consent to entry of any judgment or enter into any settlement of any such action the defense of which has been assumed by an indemnifying party without the consent of such indemnifying party.

(d) Other Indemnification . Indemnification similar to that specified in the preceding subdivisions of this Section 3.5 (with appropriate modifications) shall be given by the Company and each seller of Registrable Securities with respect to any required registration or other qualification of securities under any Federal or state law or regulation of any governmental authority, other than the Securities Act. In the case of an underwritten offering, in the event indemnification and contribution similar to that specified in this Section 3.5 is agreed among the Company, RSL and the underwriters with respect to such offering, such agreement shall supersede this Section 3.5 .

(e) Indemnification Payments . The indemnification of out-of-pocket expenses required by this Section 3.5 shall be made by periodic payments during the course of the investigation or defense, as and when bills are received or expense is incurred.

(f) Contribution . If the indemnification provided for in the preceding subdivisions of this Section 3.5 is unavailable to an indemnified party in respect of any expense, loss, claim, damage or liability referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such expense, loss, claim, damage or liability (i) in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions which resulted in such expense, loss, damage or liability, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the holder or underwriter, as the case may be, on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission to state a material fact relates to information supplied by the Company, by the holder or by the underwriter and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission, provided that the foregoing contribution agreement shall not inure to the benefit of any indemnified party if indemnification would be unavailable to such indemnified party by reason of the provisions contained in the first sentence of subdivision (a) of this Section 3.5 , and in no event shall the obligation of any indemnifying party to contribute under this subdivision (f) exceed the amount that such indemnifying party would have been obligated to pay by way of indemnification if the indemnification provided for under subdivisions (a) or (b) of this Section 3.5 had been available under the circumstances.

The Company and the holders of Registrable Securities agree that it would not be just and equitable if contribution pursuant to this subdivision (f) were determined by pro rata allocation (even if the holders and any underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth in the preceding sentence and subdivision (c) of this Section 3.5 , any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.

Notwithstanding the provisions of this subdivision (f), no holder of Registrable Securities or underwriter shall be required to contribute any amount in excess of the amount by which (i) in the case of any such holder, the total proceeds (before deducting underwriting discounts and commissions and expenses) received by such holder from the sale of Registrable Securities or (ii) in the case of an underwriter, the total price at which the Registrable Securities purchased by it and distributed to the public were offered to the public exceeds, in any such case, the amount of any damages that such holder or underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

4. Securities Law Restrictions . To the extent required by the Subscription Agreement, the parties hereto acknowledge and agree that the Registrable Securities (and any Class A Common Shares issued upon conversion of the Class B Common Shares included therein) shall bear restrictive legends substantially in the forms set forth in the Subscription Agreement.

5. Amendments and Waivers . This Agreement may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall have obtained the prior written consent to such amendment, action or omission to act, of the holder or holders of a majority of Registrable Securities (as adjusted for splits, combination of shares, reclassification, recapitalization or like changes in capitalization). Each holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any consent authorized by this Section 5 , whether or not such Registrable Securities shall have been marked to indicate such consent.

6. Notices . Except as otherwise provided in this Agreement, all notices, requests and other communications to any Person provided for hereunder shall be in writing and shall be given to such Person (a) in the case of RSL, c/o RSL Investments Corporation, 767 Fifth Avenue, Suite 4200, New York, NY 10153, Attention: Kelli Turner, and (ii) facsimile: +1 (212) 572-4003 to the attention of Kelli Turner, or at such other address or facsimile number, or to the attention of such other officer, as RSL shall have furnished to the Company, (b) in the case of any other holder of Registrable Securities, at the address or facsimile number that such holder shall have furnished to the Company in writing, or, until any such other holder so furnishes to the Company an address or facsimile number, then to and at the address or facsimile of the last holder of such Registrable Securities who has furnished an address or facsimile number to the Company, or (c) in the case of the Company, c/o CME Media Services Limited, Kříženeckého náměstí 1078/5, 152 00 Prague 5 - Barrandov, Czech Republic, facsimile: +420 242 464 483, to the attention of its Legal Counsel, or at such other address or facsimile number, or to the attention of such other officer, as the Company shall have furnished to each holder of Registrable Securities at the time outstanding. Each such notice, request or other communication shall be effective upon personal delivery or one day after being sent by overnight courier service or if sent by facsimile, to the extent transmitted by 3:00 pm (local time of recipient) on a Business Day, will be deemed to have been received on that Business Day, and if transmitted after 3:00 pm (local time of the recipient) on a Business Day or any other day, then on the Business Day next following the day of transmittal (so long as for notices or other communications sent by facsimile, the transmitting facsimile machine records electronic conformation of the due transmission of the notice) provided that any such notice, request or communication to any holder of Registrable Securities shall not be effective until received.

7. Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. In addition, the provisions of this Agreement which are for the benefit of the parties hereto other than the Company shall also be for the benefit of and enforceable by any subsequent holder of any Registrable Securities who has agreed in a written instrument to be delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, subject to the provisions respecting the minimum numbers or percentages of shares of Registrable Securities required in order to be entitled to certain rights, or take certain actions, contained herein.

8. No Third Party Beneficiaries . This Agreement shall not confer any rights or remedies upon any Person other than the parties hereto and their respective successors and permitted assigns and, with respect to Section 3.5 , the other Persons referred to as indemnified parties therein.

9. Descriptive Headings . The headings of the articles, sections and subsections of this Agreement are inserted for convenience of reference only and shall not be deemed to constitute a part hereof or affect the interpretation hereof.

10. Applicable Law . THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

11. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. This Agreement, once executed by a party, may be delivered to the other parties hereto by facsimile or electronic transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

12. Entire Agreement . This Agreement, together with the Subscription Agreement, and the Investor Rights Agreement, dated as of May 18, 2009 by and among the Company, TW, Ronald S. Lauder, RSL Investment LLC, RSL Investments Corporation and RSL Savannah, as amended (the “ Investor Rights Agreement ”), contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all other prior agreements, understandings, statements, representations and warranties, oral or written, express or implied, between the parties and their respective Affiliates, representatives and agents in respect of such subject matter.

13. SUBMISSION TO JURISDICTION . ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK, NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND APPELLATE COURTS FROM ANY THEREOF. EACH PARTY HERETO HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF TO SUCH PARTY BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO SUCH PARTY AT ITS ADDRESS SPECIFIED IN SECTION 6 . THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE TRIAL BY JURY, AND EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.

14. Severability . Every term and provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such term or provision will be enforced to the maximum extent permitted by law and, in any event, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.

15. Specific Performance . The Parties agree that irreparable damage would occur in the event that any of the provisions this Agreement were not performed in accordance with their specific terms of were otherwise breached. It is accordingly agreed that the Parties shall be entitled to, in addition to the other remedies provided herein, specific performance of this Agreement and to enforce specifically the terms and provisions of this Agreement in any New York court in addition to the other remedies to which such Parties are entitled.

16. Reporting Status and Public Information . With a view to making available the benefits of certain rules and regulations of the SEC with respect to the use of Form S-3 and the sale of restricted and control securities to the public without registration, the Company agrees, so long as any of RSL, a RSL Permitted Transferee or an Other Permitted Transferee owns any Shares or Registrable Securities, to:

(a) make and keep public information available as those terms are understood and defined in Rule 144 under the Securities Act (“ Rule 144 ”), at all times;

(b) use its commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(c) furnish to such holder upon request, a written statement as to its compliance with the reporting requirements of Rule 144.

17. TW Voting Agreement . In the event of an inconsistency or conflict between this Agreement and that certain Irrevocable Voting Deed and Corporate Representative Appointment, by and among RSL Savannah LLC, TW, and the Company, dated as of May 18, 2009 (“ TW Voting Agreement ”) with respect to the voting of the TW Shares, each party hereto agrees that the TW Voting Agreement shall prevail to the extent of such inconsistency or conflict.

18. Duration of Agreement . This Agreement shall terminate and become void and of no further force and effect upon the earlier to occur of (i) the mutual agreement of the Parties and (ii) the date on which RSL, RSL Permitted Transferees and Other Permitted Transferees cease to own any Registrable Securities; provided that Sections 3.5 and 4 through 18 shall survive any termination of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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

	CENTRAL EUROPEAN MEDIA
	ENTERPRISES LTD.


	By:	/s/ David Sach
		Name: David Sach
		Title: Chief Financial Officer

[RSL Registration Rights Agreement – Signature Page (cont.)]

	RSL CAPITAL LLC


	By:	/s/ Ronald S. Lauder
		Name: Ronald S. Lauder
		Title: Sole Member and President

	/ s/ Ronald S. Lauder
	Ronald S. Lauder

[RSL Registration Rights Agreement – Signature Page (cont.)]

Ex. 10.1

TERM LOAN FACILITIES CREDIT AGREEMENT

dated as of

April 30, 2012

among

Central European Media Enterprises Ltd.

as Borrower ,

THE LENDERS PARTY HERETO FROM TIME TO TIME ,

and

Time Warner Inc. ,

as Administrative Agent

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS		1

Section 1.01	Defined Terms	1
Section 1.02	Terms Generally	15
Section 1.03	Resolution of Drafting Ambiguities	16

ARTICLE II THE CREDITS		16

Section 2.01	Commitments	16
Section 2.02	Loans	16
Section 2.03	Requests for Loans	16
Section 2.04	Funding of Loans	17
Section 2.05	Termination and Reduction of Commitments	17
Section 2.06	Repayment of Loans; Evidence of Debt	18
Section 2.07	Prepayment of Loans	18
Section 2.08	Interest	19
Section 2.09	Increased Costs	20
Section 2.10	Illegality	22
Section 2.11	Taxes	22
Section 2.12	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	24

ARTICLE III REPRESENTATIONS AND WARRANTIES		25

Section 3.01	Organization; Powers; Authorization	25
Section 3.02	Enforceability. .	26
Section 3.03	Approvals; No Conflicts	26
Section 3.04	No Borrowing Material Adverse Change	26
Section 3.05	Litigation	26
Section 3.06	Solvency	26
Section 3.07	Margin Securities	26
Section 3.08	Pari Passu Ranking	26
Section 3.09	No Filing or Stamp Tax	27
Section 3.10	Representations and Warranties in the Equity Documents	27

ARTICLE IV CONDITIONS		27

Section 4.01	Effective Date	27

ARTICLE V COVENANTS		28

Section 5.01	Reserved	28
Section 5.02	Notices of Material Events	28
Section 5.03	Use of Proceeds	29
Section 5.04	Ratio Debt	29
Section 5.05	Incorporation of Covenants by Reference	29
Section 5.06	Guarantees	37

ARTICLE VI Events of Default		37

Section 6.01	Events of Default	37

ARTICLE VII THE ADMINISTRATIVE AGENT		40

Section 7.01	Appointment and Authority	40
Section 7.02	Administrative Agent Individually	40
Section 7.03	Duties of Administrative Agent; Exculpatory Provisions	40
Section 7.04	Reliance by Administrative Agent	41
Section 7.05	Delegation of Duties	42
Section 7.06	Resignation of Administrative Agent	42
Section 7.07	Non-Reliance on Administrative Agent and Other Lenders	43

ARTICLE VIII MISCELLANEOUS		43

Section 8.01	Notices	43
Section 8.02	Waivers; Amendments	44
Section 8.03	Expenses; Indemnity; Damage Waiver	45
Section 8.04	Successors and Assigns	47
Section 8.05	Survival	47
Section 8.06	Counterparts; Integration; Effectiveness	48
Section 8.07	Severability	48
Section 8.08	Right of Setoff	48
Section 8.09	Governing Law; Jurisdiction; Consent to Service of Process	48
Section 8.10	Waiver of Jury Trial	50
Section 8.11	Headings	50
Section 8.12	Confidentiality	50
Section 8.13	Interest Rate Limitation	51
Section 8.14	No Waiver; Remedies	51
Section 8.15	USA Patriot Act Notice and “Know Your Customer” and OFAC Provisions	51
Section 8.16	Judgment Currency	51
Section 8.17	Independence of Covenants	52
Section 8.18	Loans as Consideration	52

SCHEDULES :

Schedule 2.01	-	Commitments
Schedule 3.09	-	No Filing or Stamp Tax

EXHIBITS :

Exhibit A	-	Form of Guarantee
Exhibit B	-	Form of Borrowing Request
Exhibit C	-	Form of Term Loan Note

TERM LOAN FACILITIES CREDIT AGREEMENT

This Term Loan Facilities Credit Agreement (this “ Agreement ”), dated as of April 30, 2012, is among CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. , a company incorporated under the laws of Bermuda (the “ Borrower ” or “ Parent ”), the Lenders party hereto from time to time, and TIME WARNER INC. , a Delaware corporation, as Administrative Agent (the “ Administrative Agent ”).

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:

“ 2013 Debt Tender Offer ” means the debt tender offer conducted by the Parent with respect to Indebtedness under its 2013 Notes in exchange for cash.

“ 2013 Notes ” means the 3.50% Senior Convertible Notes due 2013 issued by the Parent under the 2013 Notes Indenture.

“ 2013 Notes Indenture ” means the Indenture dated as of March 10, 2008, among the Parent, as Issuer, the subsidiary guarantors party thereto and The Bank of New York, as Trustee, governing the 2013 Notes.

“ 2014 Debt Tender Offer ” means the debt tender offer conducted by the Parent with respect to Indebtedness under its 2014 Notes in exchange for cash.

“ 2014 Notes ” means the Senor Floating Rate Notes due 2014 issued by the Parent under the 2014 Notes Indenture.

“ 2014 Notes Indenture ” means the Indenture dated as of May 16, 2007, among the Parent, as Issuer, the subsidiary guarantors party thereto and BNY Corporate Trustee Services Limited, as Trustee, governing the 2014 Notes.

“ 2015 Notes ” means the Senior Convertible Notes due 2015 issued by the Parent under the 2015 Notes Indenture.

“2 015 Notes Indenture ” means the Indenture dated as of February 18, 2011, among the Parent, as Issuer, the subsidiary guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee, governing the 2015 Notes.

“ 2016 Debt Tender Offer ” means the debt tender offer conducted by the Parent with respect to Indebtedness under its 2016 Notes in exchange for cash.

“ 2016 Notes ” means the Senior Notes due 2016 issued by the Parent under the 2016 Notes Indenture.

“ 2016 Notes Indenture ” means the Indenture dated as of September 17, 2009, among the Parent, as Issuer, the subsidiary guarantors party thereto and The Bank of New York Mellon, as Trustee, governing the 2016 Notes.

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

“ 2017 Notes Indenture ” means the Indenture dated as of October 21, 2010, among Opco, as Issuer, the guarantors party thereto and Citibank, N.A., London Branch, as Trustee, governing the 2017 Notes.

“ Act ” has the meaning set forth in Section 8.15 .

“ Administrative Agent ” has the meaning specified in the preamble hereto.

“ 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.

“ Aggregate Commitments ” means, with respect to any Tranche, the aggregate amount of all of the Lenders’ Commitments under such Tranche.

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

“ Assignment and Assumption ” means an assignment and assumption entered into by an assigning Lender and an assignee (with the consent of any party whose consent is required by Section 8.04 ) in form and substance reasonably satisfactory to such assigning Lender and any assignee.

“ Bankruptcy Law ” has the meaning set forth in Section 6.01(g) .

“ Basel III ” means “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems”, “Basel III: International Framework for Liquidity Risk Measurement, Standards and Monitoring” and “Guidance for National Authorities Operating the Countercyclical Capital Buffer” published by the Basel Committee on 16 December 2010, and any other finalized form of standards published by the Basel Committee that addresses such proposals.

“ Basel Committee ” means the Basel Committee on Banking Supervision.

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

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

“ Borrowing Material Adverse Effect ” or “ Borrowing Material Adverse Change ” means, with respect to the Borrower, any effect, event, development or change that, individually or together with any other event, development or change, is or is reasonably expected to (A) be materially adverse to the business, assets, results of operations or financial condition of the Borrower and the Borrower’s Subsidiaries, taken as a whole or (B) prevent or materially impair or materially delay the ability of the Borrower to consummate the transactions contemplated by this Agreement or to otherwise perform its obligations under this Agreement; provided , however, that in no event shall any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been, a Borrowing Material Adverse Effect or a Borrowing Material Adverse Change: (a) a change in the market price or trading volume of the Class A Common Shares (provided that the underlying changes, events, occurrences, state of facts or developments that caused or contributed to any such change may otherwise be taken into consideration in determining whether a Borrowing Material Adverse Effect or Borrowing Material Adverse Change has occurred); (b) (i) changes in conditions in the global economy, the economies of the countries in which the Borrower and the Borrower’s Subsidiaries operate or the capital or financial markets generally, including changes in exchange rates; (ii) changes in applicable Laws (provided that such changes in Laws do not result in the cancellation of any broadcast license(s) or franchise(s) to which the Borrower or any of its Subsidiaries is a party or by which any of their properties or assets are bound the cancellation of which would be material as indicated therein) or national or international political conditions (including hostilities or terrorist attack); or (iii) changes generally affecting the industry in which the Borrower and the Borrower’s Subsidiaries operate; in each case with respect to clauses (i), (ii) and (iii), to the extent such changes or developments referred to therein do not have a disproportionate impact on the Borrower and its Subsidiaries, taken as a whole, relative to other industry participants; (c) changes in United States generally accepted accounting principles or other accounting principles after the date hereof; (d) the negotiation, execution, announcement or pendency of this Agreement or the transactions contemplated hereby or the consummation of the transactions contemplated by this Agreement, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, vendors, lenders, mortgage brokers, investors, venture partners or employees, to the extent such changes or developments can be directly attributed to the announcement or performance of this Agreement and the transactions contemplated hereby; (e) natural disasters; (f) any affirmative action knowingly taken by the Lenders or the Administrative Agent that could reasonably be expected to give rise to a Borrowing Material Adverse Effect (without giving effect to this clause (f) in the definition thereof); (g) any action taken by the Borrower at the request or with the express consent of the Lenders or the Administrative Agent; and (h) with respect to Section 4.01(l) only, any adverse effect, event, development or change to the business, results of operations or financial condition of the Borrower or the Borrower’s Subsidiaries that is cured before the relevant Effective Date.

“ Borrowing Request ” means a request by the Borrower for a Loan in accordance with Section 2.03 , and being in the form of attached Exhibit B or any other form approved by the Administrative Agent.

“ 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.

“ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, adoption or application thereof by any Governmental Authority or (c) the making or issuance of, and compliance by the relevant Lender with, any request, rule guideline or directive (whether or not having the force of law) by any Governmental Authority. Notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act, and all requests, rules, guidelines and directives promulgated thereunder and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, are deemed to have been introduced or adopted after the Signing Date, regardless of the date enacted or adopted.

“ 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 the Borrower 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 the Borrower 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 the Borrower 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 of directors of the Borrower are not Continuing Directors;

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

(e) a “Change of Control” (as such term is defined in the Incorporated Opco Credit Facility) occurs.

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; (b) “beneficial owner” is used as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that 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; (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 First Effective Date or was nominated for election or was elected to the Board with the approval of Time Warner Inc. 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 8.13 .

“ Class A Common Shares ” means the shares of Class A Common Stock, par value $0.08 per share, of the Borrower, having such rights associated with such Class A Common Shares as set forth in the governing documents of the Borrower, including the Borrower’s Bye-laws, and any Equity Securities issued or issuable in exchange for or with respect to such Class A Common Shares (i) by way of dividend, split, subdivision, conversion or consolidation of shares or (ii) in connection with a reclassification, recapitalization, merger, consolidation, going private, tender offer, amalgamation, change of control, other reorganization or similar transaction.

“ Class B Common Shares ” means the shares of Class B Common Stock, par value $0.08 per share, of the Borrower, having such rights associated with such Class B Common Shares as set forth in the governing documents of the Borrower, including the Borrower’s Bye-laws, and any Equity Securities issued or issuable in exchange for or with respect to such Class B Common Shares (i) by way of dividend, split, subdivision, conversion or consolidation of shares or (ii) in connection with a reclassification, recapitalization, merger, consolidation, going private, tender offer, amalgamation, change of control, other reorganization or similar transaction. Notwithstanding the foregoing, for purposes of this Agreement, the term “Class B Common Shares” shall never include the Class A Common Shares into which they are convertible pursuant to the Borrower’s Bye-laws.

“ CME BV ” means CME Media Enterprises B.V., a company organized and existing under the laws of the Netherlands.

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

“ Commitment ” means, with respect to each Lender, such Lender’s Tranche A Commitment, Tranche B Commitment or Tranche C Commitment, as the context requires; provided , that the aggregate principal amount of all Commitments does not exceed $300,000,000.

“ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profit Taxes.

“ 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.

“ Credit Exposure ” means, with respect to any Lender under any Tranche at any time, the sum of the outstanding principal amount of such Lender’s Tranche A Loans (in the case of Tranche A Lenders), Tranche B Loans (in the case of Tranche B Lenders) and Tranche C Loans (in the case of Tranche C Lenders), as applicable, at such time.

“ Debt Tender Offer ” means any of the 2013 Debt Tender Offer, the 2014 Debt Tender Offer or the 2016 Debt Tender Offer.

“ 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.

“ Determination Date ” with respect to an Interest Period, will be the day that is two TARGET Settlement Days preceding the first day of such Interest Period.

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

“ Effective Date ” means any of the Tranche A Effective Date, the Tranche B Effective Date or the Tranche C Effective Date.

“ EMU Legislation ” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“ 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.

“ Equity Documents ” means the Equity Purchase Agreement and the Letter Agreement.

“ Equity Offering ” means any issuance of equity securities by the Borrower other than: (a) to employees, officers, directors, agents or consultants of the Borrower or any Subsidiary of the Borrower pursuant to employee benefit, stock option plans, stock option exchange plans, and stock purchase plans maintained by the Borrower, in such amounts as are approved by the Board; (b) as consideration in connection with a bona fide acquisition (of assets or otherwise), merger, consolidation or amalgamation by the Borrower provided such acquisition, merger, consolidation or amalgamation has been approved by the Board; (c) in connection with splits, combination of shares, reclassification, recapitalization or like changes in capitalization; (d) the conversion of any Class B Common Shares into Class A Common Shares; or (e) any Class A Common Shares or Class B Common Shares issued upon conversion, exchange or exercise of any Equity Securities outstanding as of the date of this Agreement or issued pursuant to clause (a) above, including any Class A Common Stock issued in any privately negotiated exchange transactions for any Equity Securities.

“ Equity Purchase Agreement ” means the Subscription and Equity Commitment Agreement by and between Borrower and the Equity Purchaser dated as of April 30, 2012.

“ Equity Purchaser ” means TWMH.

“ Equity Securities ” means (i) shares or other equity interests (including the Class A Common Shares and the Class B Common Shares) of the Borrower and (ii) options, warrants or other securities that are directly or indirectly convertible into, or exercisable or exchangeable for, shares or other equity interests of the Borrower.

“ EURIBOR ” with respect to an Interest Period, will be the rate (expressed as a percentage per annum) for deposits in Euros for a six-month period beginning on the day that is two TARGET Settlement Days after the Determination Date that appears on Telerate Page 248 as of 11:00 a.m., Brussels time, on the Determination Date. If Telerate Page 248 does not include such a rate or is unavailable on a Determination Date, the Administrative Agent will request the principal London office of each of four major banks in the Euro-zone inter-bank market, as selected by the Administrative Agent, to provide such bank’s offered quotation (expressed as a percentage per annum) as of approximately 11:00 a.m., Brussels time, on such Determination Date, to prime banks in the Euro-zone interbank market for deposits in a Representative Amount in Euro for a six-month period beginning on the day that is two TARGET Settlement Days after the Determination Date. If at least two such offered quotations are so provided, the rate for the Interest Period will be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, the Administrative Agent will request each of three major banks in London, as selected by the Administrative Agent, to provide such bank’s rate (expressed as a percentage per annum), as of approximately 11:00 a.m., London time, on such Determination Date, for loans in a Representative Amount in Euros to leading European banks for a six-month period beginning on the day that is two TARGET Settlement Days after the Determination Date. If at least two such rates are so provided, the rate for the Interest Period will be the arithmetic mean of such rates. If fewer than two such rates are so provided then the rate of the Interest Period will be the rate in effect with respect to the immediately preceding Interest Period.

“ Euro ” or “ € ” means the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“ Euro-zone ” means the region comprised of member states of the European Union that adopt the Euro.

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

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 8.04 ) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.11 , amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.11(e) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended, as of the date of this Agreement (or any amended or successor version that is substantively comparable) and any current or future regulations or official interpretations thereof.

“ First Effective Date ” means the first to occur of any of the Tranche A Effective Date, the Tranche B Effective Date or the Tranche C Effective Date.

“ GAAP ” means generally accepted accounting principles in the United States of America.

“ Governmental Authority ” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body (including self-regulatory body), court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Guarantees ” means the Guarantees issued by each Subsidiary Guarantor pursuant to this Agreement substantially in the form of Exhibit A attached hereto and “ Guarantee ” means any one of them.

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature, in each case regulated pursuant to any Environmental Law.

“ Incorporated Opco Credit Facility ” means the Opco Credit Facility. All references to the Incorporated Opco Credit Facility shall mean the Incorporated Opco Credit Facility as in effect on the Signing Date, without giving effect to any amendment, waiver, supplement or other modifications thereto or thereof after the Signing Date.

“ Incorporated Opco Indenture ” means the 2017 Notes Indenture. All references to the Incorporated Opco Indenture shall mean the Incorporated Opco Indenture as in effect on the Signing Date, without giving effect to any amendment, waiver, supplement or other modifications thereto or thereof after the Signing Date.

“ Incorporated Parent Indenture ” means the 2016 Notes Indenture. All references to the Incorporated Parent Indenture shall mean the Incorporated Parent Indenture as in effect on the Signing Date, without giving effect to any amendment, waiver, supplement or other modification thereto or thereof after the Signing Date.

“ Indebtedness ” has the meaning assigned to such term in the 2016 Notes Indenture as in effect on the Signing Date, without giving effect to any amendment, waiver, supplement or other modification thereto or thereof after the Signing Date.

“ Indemnified Parties ” has the meaning assigned to such term in Section 8.03(b) .

“ Indemnified Taxes ” means (a) Taxes (other than Excluded Taxes) imposed on or with respect to any payment made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document, and (b) to the extent not otherwise described in (a), Other Taxes.

“ Indenture Covenants ” means the Parent Indenture Covenants and the Opco Indenture Covenants.

“ Interest Payment Date ” means (a) with respect to the Tranche A Loans, September 15, 2012, (b) with respect to the Tranche B Loans, on each May 15 and November 15, commencing on the first to occur after the Tranche B Effective Date and (c) with respect to the Tranche C Loans, on each March 15 and September 15, commencing on the first to occur after the Tranche C Effective Date.

“ Interest Period ” means the period commencing on and including an Interest Payment Date for a Tranche B Loans and ending on and including the day immediately preceding the next succeeding Interest Payment Date for such Tranche B Loan, with the exception that the first Interest Period shall commence on and include the Tranche B Effective Date and end on and include the day before the first Interest Payment Date for the relevant Tranche B Loan.

“ Interim Administrative Agent ” has the meaning assigned to such term in Section 7.06 .

“ Judgment Currency ” has the meaning assigned to such term in Section 8.16 .

“ Judgment Currency Conversion Date ” has the meaning assigned to such term in Section 8.16 .

“ Last Effective Date ” means the earlier to occur of (a) last to occur of the Tranche A Effective Date, the Tranche B Effective Date or the Tranche C Effective Date and (b) the Outside Date.

“ Laws ” means all laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees.

“ Lenders ” means the Tranche A Lenders, the Tranche B Lenders and the Tranche C Lenders, as applicable, and “ Lender ” means any one of the Lenders.

“ Letter Agreement ” means the letter agreement dated April 30, 2012 between the Borrower and TWMH relating to the Investor Rights Agreement dated May 18, 2009 and the exercise of certain preemptive rights thereunder by Affiliates of the Administrative Agent.

“ Loan Documents ” means this Agreement, each Guarantee, each Term Loan Note and all other agreements, notes, certificates, documents, instruments and writings at any time delivered in connection herewith or therewith.

“ Loan Parties ” means the Borrower and the Subsidiary Guarantors.

“ Loans ” shall mean any Term Loan made by the Lenders to the Borrower pursuant to this Agreement.

“ Material Indebtedness ” means Indebtedness (other than the Loans) of any one or more of Parent and its Significant Subsidiaries in an aggregate principal amount exceeding US$25,000,000 or its foreign currency equivalent.

“ Maximum Rate ” has the meaning assigned to such term in Section 8.13 .

“ Net Cash Proceeds ” means the gross cash proceeds received in an Equity Offering, less commissions, advisor fees, filing fees and other reasonable transaction fees and expenses.

“ Obligation Currency ” shall have the meaning assigned to such term in Section 8.16 .

“ Opco ” means CET 21 spol. s r.o., a company incorporated and existing in the Czech Republic.

“ Opco Credit Facility ” means that certain Revolving Credit Facility Agreement dated as of October 21, 2010, among Opco, as borrower, the guarantors party thereto, the lenders party thereto and BNP Paribas S.A., as agent.

“ Opco Credit Facility Business Day ” means “Business Day” as such term is defined in the Incorporated Opco Credit Facility.

“ Opco Credit Facility Covenants ” has the meaning assigned to such term in Section 5.05(e) .

“ Opco Indenture Covenants ” has the meaning assigned to such term in Section 5.05(c) .

“ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising solely from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or assigned an interest in any Loan or Loan Document).

“ Other Taxes ” means all present or future stamp or documentary Taxes or any other excise or property Taxes, charges or similar levies arising directly from any payment made hereunder or under any other Loan Document or directly from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes that are imposed with respect to an assignment (other than an assignment made pursuant to an assignment request by the Borrower under Section 8.04 ).

“ Outside Date ” means October 27, 2012.

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

“ Parent Indenture Covenants ” has the meaning assigned to such term in Section 5.05(a) .

“ Participating Member State ” means each state so described in any EMU Legislation.

“ Permitted Holder ” means (a) Time Warner Inc. and (b) partnerships, corporations, or limited liability companies which are controlled by Time Warner Inc.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Process Agent ” has the meaning assigned to such term in Section 8.09(d) .

“ Ratio Debt Baskets ” means (i) Section 4.3(a) of the 2016 Notes Indenture and (ii) Section 4.3(a) and Section 4.3(c) of the 2017 Notes Indenture, in each case of clause (i) and (ii) as in effect on the Signing Date, without giving effect to any amendment, waiver, supplement or other modification thereto or thereof after the Signing Date.

“ Recipient ” means the Administrative Agent or any Lender, as applicable.

“ Register ” has the meaning assigned to such term in Section 8.04(c) .

“ Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“ Representative Amount ” means the greater of (a) €1,000,000 and (b) an amount that is representative for a single transaction in the relevant market at the relevant time.

“ Required Lenders ” means, at any time, Lenders having Credit Exposures representing more than 50% of the sum of the total Credit Exposures of all Lenders at such time.

“ Responsible Officer ” means a chief financial officer, deputy chief financial officer or treasurer of the Parent.

“ Restricted Subsidiary ” means (i) for purposes of Section 5.05(a) , all Subsidiaries of the Borrower other than Subsidiaries that are designated as Unrestricted Subsidiaries in accordance with the 2016 Notes Indenture; and (ii) for purposes of Section 5.05(c) , all Subsidiaries of the Borrower other than Subsidiaries that are designated as Unrestricted Subsidiaries in accordance with the Incorporated Opco Indenture.

“ SEC ” means the U.S. Securities and Exchange Commission.

“ Significant Subsidiary ” means any Subsidiary of the Parent that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X (as in effect on the First Effective Date promulgated by the SEC.

“ Signing Date ” means April 30, 2012.

“ Solvent ” and “ Solvency ” means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“ Subsidiary ” means, with respect to any Person (the “ parent ”) at any date, (i) any Person the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, (ii) any other corporation, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the voting power of all such ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the board of directors thereof are, as of such date, owned, controlled or held by the parent and/or one or more subsidiaries of the parent, (iii) any partnership (a) the sole general partner or the managing general partner of which is the parent and/or one or more subsidiaries of the parent or (b) the only general partners of which are the parent and/or one or more subsidiaries of the parent and (iv) any other Person that is otherwise Controlled by the parent and/or one or more subsidiaries of the parent. Unless the context requires otherwise, “ Subsidiary ” refers to a Subsidiary of Parent.

“ Subsidiary Guarantors ” means, collectively, the Tranche A Subsidiary Guarantors, the Tranche B Subsidiary Guarantors and the Tranche C Subsidiary Guarantors.

“ TARGET Settlement Day ” means any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open.

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Telerate Page 248 ” means the display page so designated on Bridge’s Telerate Service (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor).

“ Term Loan ” means any Tranche A Loan, Tranche B Loan or Tranche C Loan made pursuant to Section 2.01 .

“ Term Loan Note ” has the meaning assigned to such term in Section 2.06(e) .

“ Tranche ” when used in reference to any Loan, refers to whether such Loan is a Tranche A Loan, a Tranche B Loan or a Tranche C Loan, or when used in reference to any Commitment, refers to whether such Commitment is a Tranche A Commitment, a Tranche B Commitment or a Tranche C Commitment, in each case, under this Agreement of which such Loan or Commitment shall be a part.

“ Tranche A Commitment ” means, with respect to any Tranche A Lender, the commitment of such Tranche A Lender to make Tranche A Loans expressed as an amount representing the maximum aggregate amount of such Tranche A Lender’s Credit Exposure hereunder in respect of Tranche A Loans, as such commitment may (x) be reduced from time to time pursuant to Section 2.05 , and (y) be increased or reduced from time to time pursuant to assignments by or to such Tranche A Lender pursuant to Section 8.04 . The initial amount of each Tranche A Lender’s Tranche A Commitment is set forth on Schedule 2.01 Part (a) , or in the Assignment and Assumption pursuant to which such Tranche A Lender shall have assumed its Tranche A Commitment, as applicable. The initial aggregate amount of the Tranche A Lenders’ Tranche A Commitments is US$130,000,000.

“ Tranche A Effective Date ” means the Business Day on which Tranche A Loans are made in accordance with this Agreement following expiration of the 2013 Debt Tender Offer, which in any event will be no later than the second Business Day after expiration of the 2013 Debt Tender Offer.

“ Tranche A Lenders ” means the Persons listed on Schedule 2.01 Part (a) (and any successor of any such Person) and any other Person that shall have become a party hereto as a Tranche A Lender pursuant to an Assignment and Assumption (and any successor of any such Person), other than any such Person that ceases to be a party as a Tranche A Lender hereto pursuant to an Assignment and Assumption.

“ Tranche A Loan ” means a Loan made pursuant to Section 2.01(a) .

“ Tranche A Maturity Date ” means March 15, 2013, and if such date is not a Business Day, then the next succeeding Business Day.

“ Tranche A Subsidiary Guarantor ” means CME NV, CME BV and any other Subsidiary of the Parent that guarantees the 2013 Notes.

“ Tranche B Commitment ” means, with respect to any Tranche B Lender, the commitment of such Tranche B Lender to make Tranche B Loans, expressed as an amount representing the maximum aggregate amount of such Tranche B Lender’s Credit Exposure hereunder, as such commitment may (x) be reduced from time to time pursuant to Section 2.05 , and (y) be increased or reduced from time to time pursuant to assignments by or to such Tranche B Lender pursuant to Section 8.04 . The initial amount of each Tranche B Lender’s Tranche B Commitment is set forth on Schedule 2.01 Part (b) , or in the Assignment and Assumption pursuant to which such Tranche B Lender shall have assumed its Tranche B Commitment, as applicable. The aggregate amount of the Tranche B Lenders’ Tranche B Commitments is equal to the amount of securities accepted for purchase pursuant to the 2014 Notes Tender Offer and purchased by the Parent at the expiration of the 2014 Notes Tender Offer; provided that the Tranche B Commitments shall at no time exceed, when taken together with the Tranche C Commitments, US$170,000,000.

“ Tranche B Effective Date ” means the Business Day on which Tranche B Loans are made in accordance with this Agreement following expiration of the 2014 Debt Tender Offer, which in any event will be no later than the second Business Day after expiration of the 2014 Debt Tender Offer.

“ Tranche B Lenders ” means the Persons listed on Schedule 2.01 Part (b) (and any successor of any such Person), and any other Person that shall have become a party hereto as a Tranche B Lender pursuant to an Assignment and Assumption (and any successor of any such Person), other than any such Person that ceases to be a party hereto as a Tranche B Lender pursuant to an Assignment and Assumption.

“ Tranche B Loan ” means a Loan made pursuant to Section 2.01(b) .

“ Tranche B Maturity Date ” means May 15, 2014, and if such date is not a Business Day, then the next succeeding Business Day.

“ Tranche B Subsidiary Guarantor ” means CME NV, CME BV and any other Subsidiary of the Parent that guarantees the 2014 Notes.

“ Tranche C Commitment ” means, with respect to any Tranche C Lender, the commitment of such Tranche C Lender to make Tranche C Loans, expressed as an amount representing the maximum aggregate amount of such Tranche C Lender’s Credit Exposure hereunder, as such commitment may (x) be reduced from time to time pursuant to Section 2.05 , and (y) be increased or reduced from time to time pursuant to assignments by or to such Tranche C Lender pursuant to Section 8.04 . The initial amount of each Tranche C Lender’s Tranche C Commitment is set forth on Schedule 2.01 Part (c) , or in the Assignment and Assumption pursuant to which such Tranche C Lender shall have assumed its Tranche C Commitment, as applicable. The aggregate amount of the Tranche C Lenders’ Tranche C Commitments is equal to the amount of securities accepted for purchase pursuant to the 2016 Notes Tender Offer and purchased by the Parent at the expiration of the 2016 Notes Tender Offer; provided that the Tranche C Commitments shall at no time exceed, when taken together with the Tranche B Commitments, US$170,000,000.

“ Tranche C Effective Date ” means the Business Day on which Tranche C Loans are made in accordance with this Agreement following expiration of the 2016 Debt Tender Offer, which in any event will be no later than the second Business Day after expiration of the 2016 Debt Tender Offer.

“ Tranche C Lenders ” means the Persons listed on Schedule 2.01 Part (c) (and any successor of any such Person), and any other Person that shall have become a party hereto as a Tranche C Lender pursuant to an Assignment and Assumption (and any successor of any such Person), other than any such Person that ceases to be a party hereto as a Tranche C Lender pursuant to an Assignment and Assumption.

“ Tranche C Loan ” means a Loan made pursuant to Section 2.01(c) .

“ Tranche C Maturity Date ” means September 15, 2016, and if such date is not a Business Day, then the next succeeding Business Day.

“ Tranche C Subsidiary Guarantor ” means CME NV, CME BV and any other Subsidiary of the Parent that guarantees the 2016 Notes.

“ Transactions ” means the execution, delivery and performance by the Borrower of this Agreement and the borrowing of Loans.

“ TWMH ” means Time Warner Media Holdings B.V., a besloten vennootschap met beperkte aansprakelijkheid , or private limited company, organized under the laws of the Netherlands.

“ VAT ” means any value added Tax as provided for in Directive 2006/112/EC of the Council of the European Union and any other Tax of a similar nature in any jurisdiction.

Section 1.02 Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) except as provided in this Agreement, any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and, unless the context requires otherwise, shall include without limitation (x) any applicable foreign statute, law (including any rules or regulations promulgated under any such statue or law), regulation, treaty, rule, official directive, request or guideline of any foreign national, state, local, municipal, or other governmental, fiscal, monetary or regulatory body, agency, department or regulatory, self-regulatory or other authority or organization, whether or not having the force of law (but if not having the force of law, one which applies generally to the class or category of financial institutions of which any Lender or the Administrative Agent forms a part and compliance with which is in accordance with the general practice of those financial institutions) and (y) any applicable decision of any competent court or other judicial body, (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (g) as used herein, the obligation of any Loan Party under this Agreement or any other Loan Document in respect of interest accruing under this Agreement or the other Loan Documents shall be deemed to include without limitation any interest accruing during the pendency of, or after the filing of any petition in respect of, any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowable or allowed in such proceeding.

Section 1.03 Resolution of Drafting Ambiguities . Each Loan Party acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of the Loan Documents to which it is a party, that it and its counsel reviewed and participated in the preparation and negotiation hereof and thereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation hereof or thereof.

ARTICLE II

THE CREDITS

Section 2.01 Commitments . Subject to the terms and conditions set forth herein, (a) each Tranche A Lender agrees to make Tranche A Loans (denominated in Dollars) to the Borrower in a single drawing on the Tranche A Effective Date in an aggregate principal amount equal to such Tranche A Lender’s Tranche A Commitment, (b) each Tranche B Lender agrees to make Tranche B Loans (denominated in Dollars) to the Borrower in a single drawing on the Tranche B Effective Date in an aggregate principal amount equal to such Tranche B Lender’s Tranche B Commitment and (c) each Tranche C Lender agrees to make Tranche C Loans (denominated in Dollars) to the Borrower in a single drawing on the Tranche C Effective Date in an aggregate principal amount equal to such Tranche C Lender’s Tranche C Commitment. Amounts paid or prepaid in respect of Term Loans may not be reborrowed. Each Lender’s Commitment as to any Tranche shall terminate immediately and without further action on the applicable Effective Date after giving effect to the funding of such Lender’s Commitment and in any event at 5:00 p.m. New York City, New York time on the Outside Date.

Section 2.02 Loans . Each Loan shall be made by the applicable Lenders under the applicable Tranche ratably in accordance with their respective Commitments for Loans in respect of such Tranche.

Section 2.03 Requests for Loans . To request a Loan, the Borrower shall notify the Administrative Agent of such request in writing not later than 12:00 noon, New York City time, two Business Days (or such shorter period as may be agreed to by the Administrative Agent) before the date of the proposed Loan and deliver a Borrowing Request in respect of such proposed borrowing. Each Borrowing Request shall be delivered by hand delivery, fax or emailed pdf of the Borrowing Request and shall be signed by the Borrower. Each Borrowing Request shall be irrevocable and be binding on the Borrower and shall specify the following information:

(i) the Tranche or Tranches;

(ii) the aggregate principal amount of the requested Loan (which amount shall not exceed, as to any Tranche, the purchase price (exclusive, in any event, of accrued interest) of the 2013 Notes, the 2014 Notes or the 2016 Notes being purchased with the proceeds of the Loan);

(iii) the date of such Loan, which shall be a Business Day;

(iv) that the conditions set forth in Section 4.01 have been satisfied in full as of the date of the Borrowing Request; and

(v) the location and number of the Borrower’s account to which funds are to be disbursed.

Section 2.04 Funding of Loans . Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds in Dollars by 10:00 a.m., New York City time, to an account designated by the Borrower in the Borrowing Request.

Section 2.05 Termination and Reduction of Commitments.

(a) Unless previously terminated, all Commitments hereunder shall automatically terminate after giving effect to the funding of each Lender’s Commitment and in any event at 5:00 p.m. New York City, New York time on the Outside Date.

(b) Each of the Tranche A Commitment, the Tranche B Commitment and the Tranche C Commitment shall be reduced automatically on the date that is two (2) Business Days after the expiration of the 2013 Debt Tender Offer (and prior to the Tranche A Effective Date), the 2014 Debt Tender Offer (and prior to the Tranche B Effective Date) and the 2016 Debt Tender Offer (and prior to the Tranche C Effective Date), respectively, by (i) the amount of cash proceeds of any equity of Parent sold to the Equity Purchaser pursuant to the exercise of its pre-emptive rights in connection with any exchange of equity of the Parent for Indebtedness of the Parent and in connection with the increase of the Equity Purchaser’s pro-rata ownership interest in the Parent to 40% that occurs on or prior to the Tranche A Effective Date, Tranche B Effective Date or Tranche C Effective Date, as applicable, and (ii) the amount of cash proceeds of any equity of Parent sold to RSL Capital LLC, a New York limited liability company, that occurs on or prior to the Tranche A Effective Date, Tranche B Effective Date or Tranche C Effective Date, as applicable.

(c) The Parent may also at any time prior to the Last Effective Date reduce in whole or in part the Commitments. The Parent shall notify the Administrative Agent of any election to terminate or partially reduce any Commitment under this Section 2.05(c) at least three Business Days prior to any such termination or reduction. Each notice delivered by the Parent pursuant to this Section shall specify the applicable Commitment to be terminated or reduced and shall be irrevocable; provided that a notice of termination of such Commitment delivered by the Parent may state that such notice is conditioned upon the effectiveness of another event, in which case such notice may be revoked by the Parent (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

(d) Each Commitment reduction under this Section 2.05 shall be treated (i) first , as a reduction of the Tranche C Commitments hereunder until the amount of such Tranche C Commitments is equal to zero, (ii) second , as a reduction of the Tranche B Commitments hereunder until the amount of such Tranche B Commitments is equal to zero and (iii) third , as a reduction of the Tranche A Commitments. Any termination or reduction of any Commitment shall be permanent.

Section 2.06 Repayment of Loans; Evidence of Debt .

(a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the ratable account of each applicable Lender under the applicable Tranche, the then unpaid principal amount of (i) the Tranche A Loans made to it (and all accrued and unpaid interest thereon) on the Tranche A Maturity Date, (ii) the Tranche B Loans made to it (and all accrued and unpaid interest thereon) on the Tranche B Maturity Date and (iii) the Tranche C Loans made to it (and all accrued and unpaid interest thereon) on the Tranche C Maturity Date. All payments or repayments of Loans made pursuant to this Section 2.06(a) shall be made in Dollars.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder and the Tranche applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender and substantially in the form of with respect to Loans, in the form of loan note attached hereto as Exhibit C (each such note, a “ Term Loan Note ”). Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 8.04 ) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Section 2.07 Prepayment of Loans .

(a) The Borrower shall have the right at any time and from time to time to prepay any Loan in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section.

(b) The Borrower shall notify the Administrative Agent in writing of the proposed date and the principal amount of any prepayment hereunder not later than 11:00 a.m., New York City time, at least one Business Day prior to the date of prepayment. Each such notice shall be irrevocable and shall specify the manner of prepayment (including in accordance with Section 2.5(c) of the Equity Purchase Agreement), the prepayment date and the principal amount of each Loan or portion thereof to be prepaid; provided that any such notice of prepayment may be conditioned upon the effectiveness of other credit facilities or another event. Promptly following receipt of any such notice relating to a Loan, the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment of a Loan shall be applied (i) first , towards a reduction of the principal amount of the Tranche C Loans until repaid in full, (ii) second , towards a reduction of the principal amount of the Tranche B Loans until repaid in full and (iii) third , towards a reduction in the principal amount of the Tranche A Loans. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.08 .

Section 2.08 Interest .

(a) Subject to Section 2.08(b) , the Borrower shall pay interest semi-annually in arrears on the unpaid principal amount of each Loan owing by the Borrower to the Lenders from the date of such Loan until such principal amount shall be paid in full at a rate per annum equal to:

(i) with respect to the Tranche A Loans, (x) 3.50% per annum during the period commencing on the Tranche A Effective Date and ending on the date that is 180 days following the Tranche A Effective Date; provided that if the entire Net Cash Proceeds during such period are not received by the Administrative Agent within two Business Days after receipt to repay the Loans in accordance with Section 2.07 (measured each time upon the closing of such Equity Offering during such period), the interest rate shall instead be 15.00% per annum for the period beginning on such second Business Day after the closing of such Equity Offering through the end of such period, and (y) at all times from the later to occur of (i) the first day following the date that is 180 days following the Tranche A Effective Date, or (ii) in the event of exercise of the “Company Option” on or prior to the date that is 180 days following the Tranche A Effective Date, the applicable “Company Option Closing Date” (in each case, as defined in the Equity Purchase Agreement), through the repayment of the Tranche A Loans, 9.00% per annum so long as the outstanding principal amount of the Loans is equal to or less than $50,000,000 and 15.00% per annum so long as the outstanding principal amount of the Loans exceeds $50,000,000;

(ii) with respect to the Tranche B Loans, (x) six month EURIBOR plus 1.625% per annum during the period commencing on the Tranche B Effective Date and ending on the date that is 180 days following the Tranche B Effective Date; provided that if the entire Net Cash Proceeds during such period are not received by the Administrative Agent within two Business Days after receipt to repay the Loans in accordance with Section 2.07 (measured each time upon the closing of such Equity Offering during such period), the interest rate shall instead be 20.00% per annum for the period beginning on such second Business Day after the closing of such Equity Offering through the end of such period, and (y) at all times from the later to occur of (i) the first day following the date that is 180 days following the Tranche B Effective Date, or (ii) in the event of exercise of the “Company Option” on or prior to the date that is 180 days following the Tranche B Effective Date, the applicable “Company Option Closing Date” (in each case, as defined in the Equity Purchase Agreement), through the repayment of the Tranche B Loans, 12.00% per annum so long as the outstanding principal amount of the Loans is equal to or less than $50,000,000 and 20.00% per annum so long as the outstanding principal amount of the Loans exceeds $50,000,000; and

(iii) with respect to the Tranche C Loans, (x) 11.625% per annum during the period commencing on the Tranche C Effective Date and ending on the date that is 180 days following the Tranche C Effective Date; provided that if the entire Net Cash Proceeds during such period are not received by the Administrative Agent within two Business Days after receipt to repay the Loans in accordance with Section 2.07 (measured each time upon the closing of such Equity Offering during such period), the interest rate shall instead be 20.00% per annum for the period beginning on such second Business Day after the closing of such Equity Offering through the end of such period, and (y) at all times from the later to occur of (i) the first day following the date that is 180 days following the Tranche C Effective Date, or (ii) in the event of exercise of the “Company Option” on or prior to the date that is 180 days following the Tranche C Effective Date, the applicable “Company Option Closing Date” (in each case, as defined in the Equity Purchase Agreement), through the repayment of the Tranche C Loans, 15.00% per annum so long as the outstanding principal amount of the Loans is equal to or less than $50,000,000 and 20.00% per annum so long as the outstanding principal amount of the Loans exceeds $50,000,000.

(b) Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to 2% plus the rate applicable to Loans as provided in paragraph (a) of this Section.

(c) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to paragraph (b) of this Section shall be payable on demand and (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.

(d) All interest hereunder shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(e) All interest paid or payable pursuant to this Section shall be paid in immediately available funds in Dollars.

Section 2.09 Increased Costs .

(a) Increased Costs Generally . If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender or the London interbank market any other condition, cost or expense affecting this Agreement or Loans made by such Lender;

and the direct result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, the Parent will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. A certificate of such Lender setting forth the amount or amounts necessary to compensate such Lender shall be delivered to the Parent and shall be conclusive absent manifest error. Such Lender shall use commercially reasonable efforts to deliver such certificate promptly after such additional costs are incurred or reduction suffered. The Parent shall pay such Lender the amount shown as due on any such certificate within 15 days after receipt thereof. Notwithstanding the foregoing, this Section 2.09(a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 2.11 shall govern.

(b) The Parent shall pay to any Lender, as long as such Lender or its holding company shall be required to comply with any reserve ratio requirement or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments, such additional costs or reduced rate of return (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs or reduced rate of return allocated to such Commitment or Loan by such Lender or its holding company (as determined by the Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan.

(c) Delay in Requests . Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Parent shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Parent of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Section 2.10 Illegality . Notwithstanding any other provision of this Agreement, (a) if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender to perform its obligations hereunder or to fund any Loans or (b) if as a result of any merger, consolidation, amalgamation or acquisition by or of Parent or any Subsidiary with, into or of another Person it is or becomes unlawful due to group or company lending limitations for any Lender to perform its obligations hereunder or to fund any Loans, then (x) such Lender shall promptly notify the Parent upon becoming aware of that event and the Commitment of such Lender will be immediately cancelled and (y) the Borrower shall repay the Loans granted to it by such Lender, together with accrued and unpaid interest thereon and all other amounts payable by the Borrower under this Agreement, on or before such date as shall be mandated by law as specified by such Lender in the notice delivered to the Borrower.

Section 2.11 Taxes .

(a) Payments Free of Taxes . Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes. If any Loan Party shall be required to deduct any Indemnified Taxes from or in respect of any sum payable hereunder or under any other Loan Document, if any, to a Recipient, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11 ) the applicable Recipient receives an amount equal to the sum it would have received had no such deductions for Indemnified Taxes been made, (ii) such Loan Party shall make such deductions for Indemnified Taxes and (iii) such Loan Party shall pay the full amount of Indemnified Taxes deducted to the relevant Governmental Authority in accordance with applicable law.

(b) Payment of Other Taxes by the Loan Parties . Without limiting the provisions of paragraph (a) above, each Loan Party shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Indemnification by Loan Parties . Without duplication of Sections 2.11(a) or (b) above, the applicable Loan Party shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.11 ) paid by such Recipient and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to a Loan Party by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d) Evidence of Payments . As soon as practicable after any payment of Indemnified Taxes by the applicable Loan Party to a Governmental Authority, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Status of Lenders . Each Lender shall deliver such documentation prescribed by applicable law or reasonably requested by any Loan Party or the Administrative Agent as will enable such Loan Party or the Administrative Agent to determine whether or not such Lender is subject to backup withholding, deduction at source or information reporting requirements or as would be necessary for such Loan Party to obtain or apply for an authorization or exemption to make a payment hereunder without a Tax deduction or withholding (or at a reduced rate), including the provision of a residency certificate, if prescribed by law or reasonably requested by such Loan Party. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(f) Treatment of Certain Refunds . If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.11 (including by the payment of additional amounts pursuant to Section 2.11(a )), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.11 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (f) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(g) Value Added Tax .

(i) All consideration or other payments or amounts expressed to be payable under a Loan Document by any Loan Party to Recipient shall be deemed to be exclusive of any VAT. If VAT is to be added under applicable law to any consideration or other payments or amounts to be paid by any Loan Party in connection with a Loan Document, that Loan Party shall pay to the applicable Recipient or the relevant tax authority, as the case may be (in addition to and at the same time as paying the consideration or other payments or amounts), an amount equal to the amount of the VAT and the applicable Recipient shall promptly provide an invoice complying with the applicable VAT invoicing regulations to the relevant Loan Party.

(ii) Where a Loan Document requires any Loan Party to reimburse a Recipient for any costs or expenses, that Loan Party shall also at the same time pay and indemnify the applicable Recipient against all VAT incurred by such Recipient, in respect of the costs or expenses to the extent that neither such Recipient nor any other member of any group of which the Recipient is a member for VAT purposes is entitled to credit or repayment of or in respect of the VAT.

(iii) Without duplication for Section 2.11(a) , if any Loan Party shall be required to deduct VAT from or in respect of any sum payable hereunder or under any other Loan Documents, if any, to the Administrative Agent or any Lender, (A) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.11(g)) the Administrative Agent or such Lender receives an amount equal to the sum it would have received had no such deductions been made, (B) such Loan Party shall make such deductions and (C) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with the applicable law.

(h) Survival . Each party’s obligations under this Section 2.11 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender.

Section 2.12 Payments Generally; Pro Rata Treatment; Sharing of Set-offs .

(a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or of amounts payable under Section 2.09 , 2.10 , 2.11 or 8.03 or otherwise) prior to 1:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent in accordance with account instructions as provided to Parent from time to time by the Administrative Agent, except that payments pursuant to Sections 2.09 , 2.10 , 2.11 and 8.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under this Agreement shall be made in Dollars.

(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first , towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second , towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(c) If any Lender under any Tranche shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans under any Tranche resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans under such Tranche and accrued interest thereon than the proportion received by any other Lender under such Tranche, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans under such Tranche, of other Lenders under such Tranche to the extent necessary so that the benefit of all such payments shall be shared by the Lenders under such Tranche ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans under such Tranche; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of any of its Loans to any assignee, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to this subsection (c) may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders under the applicable Tranche severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Administrative Agent and the Lenders that on the Signing Date and on each Effective Date:

Section 3.01 Organization; Powers ; Authorization . It (a) is validly existing and (if applicable) in good standing under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to carry on its business as now conducted and (c) is qualified to do business in, and (if applicable) is in good standing in, every jurisdiction where such qualification is required, except in the case of (b) and (c) to the extent that failure to do so would not reasonably be expected to have a Borrowing Material Adverse Effect. The Transactions are within the Borrower’s powers and have been duly authorized by all necessary corporate and, if required, shareholder action.

Section 3.02 Enforceability . This Agreement has been duly executed and delivered by the Borrower and constitutes, and each other Loan Document when executed and delivered by the Borrower will constitute, a legal, valid and binding obligation of the Borrower enforceable against it in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principals of equity and (iii) implied covenants of good faith and fair dealing.

Section 3.03 Approvals; No Conflicts . No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or any other third party is required for the due execution, delivery and performance by the Borrower of any Loan Document or any Equity Document to which it is a party, or the consummation of the Transactions, except such as have been obtained or made and are in full force and effect. The execution, delivery and performance by the Borrower of the Loan Documents and the Equity Documents to which it is a party and the consummation of the transactions contemplated thereby (a) do not contravene (i) the Borrower’s organizational documents or (ii) any law applicable to the Borrower, in any material respect, and (b) will not violate or result in a default or require any consent or approval under any material indenture, agreement or other instrument binding upon the Borrower or its property or Subsidiaries (including, for the avoidance of doubt, the Incorporated Parent Indenture, the Incorporated Opco Indenture and the Incorporated Opco Credit Facility), or give rise to a right thereunder to require any payment to be made by the Borrower.

Section 3.04 No Borrowing Material Adverse Change . Since December 31, 2011, there has been no event, change, circumstance or occurrence that individually or in the aggregate has had or would reasonably be expected to result in a Borrowing Material Adverse Effect.

Section 3.05 Litigation . There are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or to the knowledge of the Borrower threatened in writing against, the Borrower or any of its Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would reasonably be expected to have, individually or in the aggregate, a Borrowing Material Adverse Effect.

Section 3.06 Solvency . The Borrower is, and immediately after giving effect to the Transactions (including the Loans hereunder) will be, together with its consolidated Subsidiaries, Solvent.

Section 3.07 Margin Securities . The Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations T, U or X of the Board of Governors of the Federal Reserve System of the United States of America), and no part of the proceeds of any Loan will be used to purchase or carry any margin stock in violation of said Regulations T, U or X or to extend credit to others for the purpose of purchasing or carrying margin stock in violation of said Regulations T, U or X.

Section 3.08 Pari Passu Ranking . The Borrower’s payment obligations under this Agreement or any Guarantee rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

Section 3.09 No Filing or Stamp Tax . Under the law of the Borrower’s jurisdiction of incorporation it is not necessary that the Loan Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Loan Documents or the transactions contemplated by the Loan Documents (including the Transactions) (other than any such stamp, registration or similar tax that has been paid as of the Effective Date, to the extent referenced on Schedule 3.09 ).

Section 3.10 Representations and Warranties in the Equity Documents . The representations and warranties contained in the Equity Documents applicable to the Loan Parties are true and correct on the date hereof.

ARTICLE IV

CONDITIONS

Section 4.01 Effective Date . The obligations of the Lenders to make Loans on each Effective Date shall be subject to the prior or concurrent satisfaction or waiver of the conditions precedent set forth in this Section 4.01 :

(a) (i) All conditions to the completion of the applicable Debt Tender Offer shall have been satisfied with the exception of the “Financing Condition” as defined in the relevant offer to purchase the 2013 Notes, the 2014 Notes or the 2016 Notes as applicable, pursuant to the relevant Debt Tender Offer and (ii) the Borrower shall have accepted for payment all securities that it will purchase in accordance with the terms of the respective Debt Tender Offers.

(b) The Administrative Agent shall have received evidence that the Equity Documents have been entered into on or before the Signing Date.

(d) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include fax or email pdf transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and, if requested, the Administrative Agent shall have received for each Lender a Term Loan Note.

(e) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Signing Date) of (i) Dewey & LeBoeuf LLP, US counsel for Parent with respect to this Agreement and any Term Loan Note and (ii) Conyers, Dill & Pearman, Bermuda counsel for Parent with respect to this Agreement and any Term Loan Note, in each case in form and substance reasonably satisfactory to the Administrative Agent.

(f) The Administrative Agent shall have received such documents and certificates as the Administrative Agent may reasonably request relating to (i) the organization and existence in good standing of the Borrower, and (ii) the authorization of any relevant Transactions and any other legal matters relating to the Borrower, and this Agreement, all in form and substance reasonably satisfactory to the Administrative Agent.

(g) The Administrative Agent shall have received a certificate of a Responsible Officer certifying that attached thereto is a true and complete copy of the Incorporated Parent Indentures, the Incorporated Opco Indenture and the Incorporated Opco Credit Facility, in each case as in effect on the Signing Date.

(h) The Administrative Agent shall have received each Term Loan Note requested by a Lender pursuant to Section 2.06(e) , each duly completed and executed by the Borrower.

(i) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or the managing board of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement, any Term Loan Note and the other documents to be delivered hereunder.

(j) The Administrative Agent shall have received a certificate, dated the Signing Date, and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (b), (k) and (l) of this Section 4.01, and if requested by the Administrative Agent, a certificate dated the relevant Effective Date, and signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a) , (k) and (l) of this Section 4.01 .

(k) No Default or Event of Default shall have occurred and be continuing on such Effective Date.

(l) Each of the representations and warranties made by any Loan Party set forth in Article III hereof or in any other Loan Document, as applicable, shall be true and correct on and as of the Signing Date or relevant Effective Date, as applicable, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct as of such earlier date.

(m) The Borrower shall have delivered a Borrowing Request in accordance with Section 2.03 .

ARTICLE V

COVENANTS

From the Signing Date until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable hereunder shall have been paid in full the Borrower covenants and agrees with the Administrative Agent and the Lenders that:

Section 5.01 Reserved .

Section 5.02 Notices of Material Events . The Borrower will furnish (or cause to be furnished) to the Administrative Agent prompt written notice of (i) the occurrence of any Default or Event of Default, (ii) the occurrence of any “default” or “event of default” as such terms are defined in the definitive document applicable to any Material Indebtedness (including, without limitation, the Incorporated Parent Indentures, Incorporated Opco Indenture and Incorporated Opco Credit Facility), (iii) any material amendments or waivers to the definitive documentation applicable to any Material Indebtedness, including the 2016 Notes Indenture, the 2017 Notes Indenture and the Opco Credit Facility, and (iv) the consummation of any Equity Offering on or after the First Effective Date, which notice shall be provided, in each case, to the Administrative Agent and each Lender no later than two Business Days after the consummation thereof, specifying the entire Net Cash Proceeds thereof. Each notice delivered under clauses (i) and (ii) of the preceding sentence of this Section 5.02 shall be accompanied by a statement of a Responsible Officer setting forth the details of the Default or Event of Default, in the case of clause (i), or other event, in the case of clause (ii), requiring such notice and any action taken or proposed to be taken with respect thereto.

Section 5.03 Use of Proceeds . The proceeds of the Tranche A Loans will be used solely to purchase the 2013 Notes (other than any 2013 Notes owned by the Borrower or any of its Affiliates) pursuant to the 2013 Debt Tender Offer. The proceeds of the Tranche B Loans will be used solely to purchase the 2014 Notes (other than any 2014 Notes owned by the Borrower or any of its Affiliates) pursuant to the 2014 Debt Tender Offer. The proceeds of the Tranche C Loans will be used solely to purchase the 2016 Notes (other than any 2016 Notes owned by the Borrower or any of its Affiliates) pursuant to the 2016 Debt Tender Offer. No part of the proceeds of any Loan will be used, whether directly or indirectly, (i) for any purpose that entails a violation of any of the regulations of the Board of Governors of the Federal Reserve System of the United States of America, including Regulations T, U and X or (ii) to purchase any 2013 Notes, 2014 Notes or 2016 Notes owned by the Borrower or any of its Affiliates.

Section 5.04 Ratio Debt . The Borrower will not, and the Borrower will not permit any of its Subsidiaries to, incur Indebtedness (as defined in the applicable Incorporated Parent Indenture or Incorporated Opco Indenture) by utilizing any Ratio Debt Basket.

Section 5.05 Incorporation of Covenants by Reference .

(a) The Borrower shall comply with each of the following covenants applicable to it as if such covenants were set forth herein (including all rules of construction, exhibits, schedules and defined terms referred to in such covenants), in each case subject to the modifications set forth in Section 5.05(b) below, and the Borrower shall cause each of its Restricted Subsidiaries to comply with such covenants applicable to its Restricted Subsidiaries as if such covenants were set forth herein (including all rules of construction, exhibits, schedules and defined terms referred to in such covenants), in each case subject to the modifications set forth in Section 5.05(b) below (collectively and as so modified, the “ Parent Indenture Covenants ”): Sections 4.3 (Limitation on Indebtedness), 4.4 (Limitation on Restricted Payments), 4.5 (Corporate Existence), 4.6 (Limitation on Liens), 4.7 (Waiver of Stay, Extension or Usury Laws), 4.8 (Limitation on Restrictions on Distributions from Restricted Subsidiaries), Section 4.9 (Limitation on Sales of Assets and Subsidiary Stock), 4.10 (Limitation on Affiliate Transactions), 4.12 (Reports), 4.13 (Limitation on Lines of Business), 4.18 (Merger, Amalgamation and Consolidation), 4.20 (Limitations on Sale of Capital Stock of Restricted Subsidiaries), 4.21 (Limitation on Guarantees of the Issuer and Subsidiary Guarantor Indebtedness) and Article V (Successor Corporation) of the Incorporated Parent Indenture.

(b) The Parent Indenture Covenants are hereby incorporated herein by reference as if set forth in full herein with the following changes and substitutions:

(i) all references to “the Issuer” or “the Company” shall be deemed to be references to the Borrower hereunder; and all references to “Subsidiary Guarantors” shall be deemed to be references to the Subsidiary Guarantors hereunder;

(ii) all references to “Subsidiary Guarantee” shall be deemed to be references to a Guarantee hereunder;

(iii) all references to “Trustee” shall be deemed to be references the Administrative Agent hereunder; and all references to “the holders of the Notes” and “Noteholders” shall be deemed to be references to the Lenders hereunder;

(iv) all references to “Issue Date” shall be deemed to be references to the First Effective Date; provided that the references to “Issue Date” appearing in Section 4.4(a)(4)(c) shall retain their original meaning as defined in the Incorporated Parent Indenture;

(v) all references to “Notes” shall be deemed to be references to the Loans; and all references to “Indenture” shall be deemed to be references to this Agreement as defined herein; provided that the reference to “Indenture” appearing in Section 4.4(b)(8) shall retain its original meaning as defined in the Incorporated Parent Indenture;

(vi) all references to “Default” and “Event of Default” shall be deemed to be references to a Default and Event of Default, respectively, as defined in Article I hereof;

(vii) all references to “Business Day” shall be deemed to be references to Business Day as defined in Article I hereof;

(viii) all references to “Affiliate” shall be deemed to be references to Affiliate as defined in Article I hereof;

(ix) the proviso appearing in Section 4.3(a) shall not be incorporated by reference but such provision will be incorporated as it appears in any other covenant (including all exhibits, schedules, and defined terms referred to in such covenants) for purposes of determining compliance with such covenants;

(x) the clause contained in parentheses appearing in Section 4.3(b)(4)(b) is deleted in its entirety and shall be replaced by the following: “(other than the Indebtedness described in clauses (1), (2), (3), (6), (7), (8), (9), (10) and (11) of this Section 4.3(b) )”;

(xi) the following language shall be added to the end of Section 4.3(b)(3) as incorporated by this Section 5.05(b) : “or future Guarantees of the 2016 Notes permitted by the 2016 Notes Indenture”;

(xii) only clauses (1) and (2) of Section 4.9 shall be incorporated by reference;

(xiii) the following language shall be added as a new clause (7) to Section 4.10(b) : “(7) any transaction between or among (x) the Borrower and (y) the Administrative Agent and the Lenders or any of their respective Affiliates”;

(xiv) the last paragraph in Section 4.12 shall not be incorporated by reference;

(xv) references to “supplemental indenture” in Section 4.18 shall be replaced by the words “supplemental agreement”;

(xvi) the words “in compliance with Section 4.9 hereof” in clause (2) of Section 4.20 as incorporated by this Section 5.05(b) shall be replaced with “in compliance with Section 4.9 of the 2016 Notes Indenture”;

(xvii) the following language shall be added at the end of the last sentence of Section 4.21 as incorporated by this Section 5.05(b) : “by executing a Guarantee substantially in the form of Exhibit A attached hereto”; and

(xviii) Section 4.4(b)(1) and Section 4.4(b)(7) shall not be incorporated by reference; and the proceeds received by the Parent in connection with any Equity Offering after the Signing Date shall not be permitted to be used when computing amounts under Section 4.4(a)(4)(c)(ii) , and such provision shall not be incorporated for such purposes.

(c) The Borrower shall comply with each of the following covenants applicable to it as if such covenants were set forth herein (including all rules of construction, exhibits, schedules and defined terms referred to in such covenants), in each case subject to the modifications set forth in Section 5.05(d) below, and the Borrower shall cause each of its Restricted Subsidiaries to comply with such covenants applicable to its Restricted Subsidiaries as if such covenants were set forth herein (including all rules of construction, exhibits, schedules and defined terms referred to in such covenants), in each case subject to the modifications set forth in Section 5.05(d) below (collectively and as so modified, the “ Opco Indenture Covenants ”): Sections 4.3 (Limitation on Indebtedness), 4.4 (Limitation on Restricted Payments), 4.5 (Corporate Existence), 4.6 (Limitation on Liens), 4.7 (Waiver of Stay, Extension or Usury Laws), 4.8 (Limitation on Restrictions on Distributions from Restricted Subsidiaries), 4.9 (Limitation on Sales of Assets and Subsidiary Stock), 4.10 (Limitation on Affiliate Transactions), 4.12 (Reports), 4.13 (Limitation on Lines of Business), 4.14 (Restrictions on Business Activities of CET Group), 4.19 (Merger, Amalgamation and Consolidation), 4.21 (Limitations on Sale of Capital Stock of Restricted Subsidiaries) and 4.22 (Additional Guarantees) of the Incorporated Opco Indenture; provided , that the obligations of Opco in respect of Section 4.12 (Reports) of the Incorporated Opco Indenture may be performed by the Borrower.

(d) The Opco Indenture Covenants are hereby incorporated herein by reference as if set forth in full herein with the following changes and substitutions:

(i) all references to “CME” shall be deemed to be references to the Borrower hereunder; all references to “Issuer” shall be deemed to be references to Opco hereunder; all references to “CET Group” shall be deemed to be references to Opco and its Subsidiaries hereunder; all references to “Guarantor” and “Subsidiary Guarantors” shall be deemed to be references to the Subsidiary Guarantors hereunder; and all references to “CME Group” shall be deemed to be references to the Borrower and its Subsidiaries (other than Opco and its Subsidiaries) hereunder;

(ii) all references to “Trustee” shall be deemed to be references to the Administrative Agent hereunder; and all references to “the holders of the Notes” and “Noteholders” shall be deemed to be references to the Lenders hereunder;

(iii) all references to “Issue Date” shall be deemed to be references to the First Effective Date;

(iv) all references to “Notes” shall be deemed to be references to the Loans; and all references to “Indenture” shall be deemed to be references to this Agreement as defined herein;

(v) all references to “Default” and “Event of Default” shall be deemed to be references to a Default and Event of Default, respectively, as defined in Article I hereof;

(vi) all references to “the Revolving Credit Facility” shall be deemed to be references to the Opco Credit Facility as defined in Article I hereof;

(vii) all references to “Business Day” shall be deemed to be references to Business Day as defined in Article I hereof;

(viii) all references to “Affiliate” shall be deemed to be references to Affiliate as defined in Article I hereof;

(ix) the proviso appearing in Section 4.3(a) shall not be incorporated by reference but such provision will be incorporated as it appears in any other covenant (including all exhibits, schedules, and defined terms referred to in such covenants) in which it appears for purposes of determining compliance with such covenants;

(x) the reference to “(excluding any Additional Notes)” appearing in Section 4.3(b)(3) shall not be incorporated herein by reference; the following language shall be added to the end of Section 4.3(b)(3) : “or future guarantees of the 2017 Notes permitted by the 2017 Notes Indenture”; the definition of “Guarantee” is changed by deleting the last sentence thereto and replacing it with the following: “Each Guarantee will be substantially in the form of Exhibit A attached hereto.”; and the reference to “Exhibit D” in Section 4.22 shall be deemed to be a reference to Exhibit A of this Agreement;

(xi) the sentence appearing between parentheticals in Section 4.3(b)(4)(a) is deleted in its entirety and shall be replaced by the following: “(other than the Indebtedness described in clauses (1), (2), (3), (6), (7), (8), (9), (10) and (11) of this Section 4.3(b) )”;

(xii) only clauses (a)(1) and (a)(2) of Section 4.9 shall be incorporated by reference;

(xiv) the last paragraph in Section 4.12 shall not be incorporated herein by reference;

(xv) (A) all references to “supplemental indenture” in Section 4.19 shall be replaced by the words “supplemental agreement”, (B) all references to “ Security Documents, the CET Group Intercreditor Agreement and the Existing Intercreditor Agreement ” in Section 4.19 shall be deleted for purposes of this Agreement, and (C) clause (g)(1) and clause (g)(2) of Section 4.19 shall be deleted for purposes of this Agreement;

(xvi) the words “in compliance with clauses (1) and (2) of Section 4.9 ” in clause (2) of Section 4.21 of the Incorporated Opco Indenture as incorporated by this Section 5.05(d) shall be replaced with “in compliance with clauses (1) and (2) of Section 4.9 of the Incorporated Opco Indenture”; and

(xvii) Section 4.4(b)(1) and Section 4.4(b)(7) shall not be incorporated by reference; and the proceeds received by the Parent in connection with any Equity Offering after the Signing Date shall not be permitted to be used when computing amounts under Section 4.4(a)(4)(c)(ii) , and such provision shall not be incorporated for such purposes.

(e) The Borrower shall comply with each of the following covenants applicable to it as if such covenants were set forth herein (including all rules of construction, exhibits, schedules and defined terms referred to in such covenants), in each case subject to the modifications set forth in Section 5.05(f) below, and the Borrower shall cause each of its Subsidiaries to comply with such covenants applicable to its Subsidiaries as if such covenants were set forth herein (including all rules of construction, exhibits, schedules and defined terms referred to in such covenants), in each case subject to the modifications set forth in Section 5.05(f) below (collectively and as so modified, the “ Opco Credit Facility Covenants ”): Clauses 20.1 (Financial statements), 20.2 (Compliance Certificate), 20.3 (Requirements as to financial statements), 20.4 (Budget), 20.5 (Presentation), 20.6 (Year-end), 20.7(a), (b), (c), (d) and (f) (Information; miscellaneous), 20.8 (Information; distributions by the Group to the CME Group), 21 (Financial Covenants), 22.1 (Authorisations), 22.2 (Compliance with laws), 22.3 (Taxation), 22.4 (Merger), 22.5 (Change of business), 22.6 (Acquisitions), 22.7 (Joint Ventures), 22.8 (Pari passu ranking), 22.9 (Negative pledge), 22.10 (Disposals), 22.11 (Arm’s length basis), 22.12 (Loans or credit), 22.13 (No Guarantees or indemnities), 22.14 (Financial Indebtedness), 22.15 (Access), 22.16 (Intellectual Property), 22.17 (Amendments) and 22.21 (Baskets) of the Incorporated Opco Credit Facility; provided , that the obligations in respect of Clauses 20.2(a), 20.4, 20.7(a), (b), (c) and (f) and 22.17 of the Incorporated Opco Credit Facility may be performed by the Borrower.

(f) The Opco Credit Facility Covenants are hereby incorporated herein by reference as if set forth in full herein with the following changes and substitutions:

(i) all references to “Borrower” shall be deemed to be references to Opco hereunder; all references to “Parent” shall be deemed to be references to the Borrower hereunder; all references to “CME Group” shall be deemed to be references to the Borrower and its Subsidiaries (other than Opco and its Subsidiaries) hereunder; all references to “the Group” shall be deemed to be references to Opco and its Subsidiaries hereunder; and all references to “Obligor” shall be deemed to be references to any one of the Borrower, Opco or the Subsidiaries of the Borrower or Opco;

(ii) all references to “Agent” shall be deemed to be references to the Administrative Agent hereunder; and all references to “Finance Parties” and “Lenders” shall be deemed to be references to the Lenders hereunder;

(iii) all references to “Finance Documents” shall be deemed to be references to Loan Documents as defined in Article I hereof; all references to “the Notes Indenture” shall be deemed to be a reference to the 2017 Notes Indenture as defined in Article I hereof; and all references to “the Notes” shall be deemed to be references to the 2017 Notes as defined in Article I hereof;

(iv) Clause (d) of the definition of “ Material Adverse Effect ” shall not be incorporated by reference;

(v) all references to “Default” and “Event of Default” shall be deemed to be references to a Default and Event of Default, respectively, as defined in Article I hereof;

(vi) all references to “Business Day” shall be deemed to be references to Business Day as defined in Article I hereof;

(vii) all references to “this Agreement” shall be deemed to be references to this Agreement as defined herein; provided that the reference to “this Agreement” in paragraphs (c)(i) and (c)(iii) of the definition of “Debt Service and Inter-Group Flows” in Clause 21.1 shall in each case retain its original meaning as defined in the Incorporated Opco Credit Facility;

(viii) with respect to any financial period, to the extent that any information that would otherwise be required to be delivered to the Administrative Agent in accordance with Clause 20.1 (Financial statements) is the same in all material respects as information previously delivered to the Administrative Agent in accordance with Section 4.12 (Reports) of the Opco Indenture Covenants, the requirements of Clause 20.1 shall be satisfied with respect to such financial period for all purposes of this Agreement by the prior delivery of the information in accordance with Section 4.12 (Reports) of the Opco Indenture Covenants;

(ix) to the extent that any information is delivered to the Administrative Agent in accordance with Clause 20.1 (Financial statements), the reference to “31 December 2010” in Clause 20.1(a)(i) shall be deemed to be a reference to 31 December 2012; and the reference to “30 September 2010” shall be deemed to be a reference to 31 March 2012;

(x) the words “under the Finance Documents” in clause (a) of the definition of “Permitted Transactions” of the Incorporated Opco Credit Facility as incorporated by this Section 5.05(f) shall be replaced with “under the Loan Documents or under the Finance Documents (as defined in Incorporated Opco Credit Facility), as applicable”; and the words “subject, in relation to any property or assets which are the subject of the Transaction Security, to the provisions of the Transaction Security Documents” in clause (e)(iii) of the definition of “Permitted Transactions” of the Incorporated Opco Credit Facility as incorporated by this Section 5.05(f) shall not be incorporated;

(xi) each reference to “Agent” and “Finance Documents” in the definition of “Transaction Security Documents” of the Incorporated Opco Credit Facility as incorporated by this Section 5.05(f) shall be replaced with “Agent (as defined in the Incorporated Opco Credit Facility)” and “Finance Documents (as defined in the Incorporated Opco Credit Facility)”, respectively;

(xii) the words “arising under the Finance Documents” in clause (a) of the definition of “Permitted Financial Indebtedness” of the Incorporated Opco Credit Facility as incorporated by this Section 5.05(f) shall be replaced with “arising under the Loan Documents and the Finance Documents (as defined in the Incorporated Opco Credit Facility)”;

(xiii) the words “Clause 20.1 ( Financial statements )” in paragraph (a)(ii) of Clause 22.3 of the Incorporated Opco Credit Facility as incorporated by this Section 5.05(f) shall be replaced with “ Section 4.12 (Reports) of the Opco Indenture Covenants or Clause 20.1 of the Incorporated Opco Credit Facility, as applicable, in either case as such covenant is incorporated by Section 5.05(d) and Section 5.05(f) , respectively, of this Agreement”;

(xiv) the words “subject (in relation to any asset which is the subject of the Transaction Security) to the provisions of the Transaction Security Documents” in paragraphs (b)(i) and (b)(ii) of Clause 22.10 of the Incorporated Opco Credit Facility as incorporated by this Section 5.05(f) , respectively, shall in each case not be incorporated;

(xv) the words “where (if the existing shares of the relevant member of the Group are the subject of the Transaction Security) the newly-issued shares also become subject to the Transaction Security on the same terms” of the definition of “Permitted Share Issue” of the Incorporated Opco Credit Facility as incorporated by this Section 5.05(f) shall not be incorporated;

(xvi) the sentence appearing in clause (c) of the definition of “Permitted Loan” of the Incorporated Opco Credit Facility as incorporated by this Section 5.05(f) shall be replaced with “arising under any Inter-Group Loan (other than the CET Loan Agreement and the Markiza Loan Agreement)”;

(xvii) the words “and the borrower or recipient of such Funding Loan shall be a Guarantor” contained in clause (e)(i) of the definition of “Permitted Loan” and clause (e)(ii) of the definition of “Permitted Loan” , in each case of the Incorporated Opco Credit Facility as incorporated by this Section 5.05(f) , shall in each case not be incorporated;

(xviii) the sentence appearing in paragraph (b)(iii) of Clause 22.11 of the Incorporated Opco Credit Facility as incorporated by this Section 5.05(f) shall be replaced with “fees, costs and expenses payable under the Finance Documents (as defined in the Incorporated Opco Credit Facility) in the amounts set out in the Finance Documents (as defined in the Incorporated Opco Credit Facility) delivered to the Agent (as defined in the Incorporated Opco Credit Facility) under Clause 4.1 of the Incorporated Opco Credit Facility or agreed by the Agent (as defined in the Incorporated Opco Credit Facility”;

(xix) with respect to Clause 22.17 of the Incorporated Opco Credit Facility as incorporated by this Section 5.05(f) : (1) the words “any Inter-Group Loan Agreement, the Notes Documents or” contained in paragraph (a) of Clause 22.17 shall not be incorporated; and (2) all references in such covenant to “Clause 4.1 ( Initial conditions precedent )” shall be deemed to be references to “ Section 4.01 (Effective Date)” of this Agreement; and

(xx) paragraph (c)(i) of Clause 22.9 of the Incorporated Opco Credit Facility as incorporated by this Section 5.05(f) shall read “Permitted Security and Permitted Security (as defined in the Incorporated Opco Credit Facility, with all capitalized terms used in the definition of Permitted Security in the Incorporated Opco Credit Facility having the meanings ascribed to them in the Incorporated Opco Credit Facility).

(g) Notwithstanding anything in this Section 5.05 to the contrary, (i) Indebtedness under the Loan Documents shall at all times be permitted under this Agreement and the Transactions hereunder shall not constitute a violation of any of the covenants incorporated herein by reference and (ii) cross references to sections, articles, and clauses within the covenants of the Incorporated Parent Indenture, Incorporated Opco Indenture and Incorporated Opco Credit Facility incorporated herein by reference shall be deemed to be references to the relevant sections, articles and clauses contained in such agreements, as applicable.

(h) The Borrower agrees that all such covenants, agreements and other provisions so incorporated herein by reference shall survive any termination, cancellation, discharge or replacement of the Incorporated Parent Indenture, Incorporated Opco Indenture and Incorporated Opco Credit Facility.

Section 5.06 Guarantees . The Borrower shall (i) cause each Subsidiary Guarantor to execute a Guarantee, and provide the Administrative Agent with such documents and certificates as the Administrative Agent may reasonably request relating to (i) the organization and existence of such Subsidiary Guarantor, and (ii) the authorization of the applicable Guarantee and any other legal matters relating to such Subsidiary Guarantor, all in form and substance reasonably satisfactory to the Administrative Agent, and (ii) provide written opinions (addressed to the Administrative Agent and the Lenders) of (A) Loyens & Loeff N.V., Netherlands counsel for CME BV and (B) Loyens & Loeff N.V., Curacao counsel for CME NV, with respect to the applicable Guarantee executed by such Subsidiary Guarantor, each in form and substance reasonably satisfactory to the Administrative Agent. The Borrower shall use commercially reasonable efforts to cause the conditions in this Section 5.06 to be satisfied on or prior to the First Effective Date. To the extent that the Borrower is unable to cause the conditions in this Section 5.06 to be satisfied on or prior to the First Effective Date, the Borrower shall cause the conditions set forth in this Section 5.06 to be satisfied as soon as practicable after such date, but in no event later than 10 days thereafter.

ARTICLE VI

EVENTS OF DEFAULT

Section 6.01 Events of Default . If any of the following events (each an “ Event of Default ”) shall occur:

(a) non-payment of any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b) non-payment of any interest on any Loan or other fee payable under the Loan Documents, within three (3) Business Days after the same shall become due and payable;

(c) any representation or warranty made or deemed made by the Loan Parties in Article III hereof or in any other Loan Document, or in any amendment hereof or thereof, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment hereof or thereof, shall prove to have been incorrect in any material respect when made or deemed made;

(d) the Loan Parties shall fail to observe or perform (i) any covenant, condition or agreement contained in Section 5.02(i) , Section 5.02(iii) , Section 5.02(iv) , Section 5.03 , Section 5.04 and Section 5.06 , (ii) Section 4.18 of the Parent Indenture Covenants or Section 4.19 of the Opco Indenture Covenants, (iii) any Indenture Covenant (other than those referenced in clause (ii) above) and such failure shall continue unremedied for a period of 30 days after notice from the Administrative Agent or a Lender to the Borrower, (iv) Clause 21 or paragraph (b) of Clause 20.8 of the Opco Credit Facility Covenants, (v) Clauses 20.1, 20.2, 20.4 or paragraphs (a) or (c) of 20.8 of the Opco Credit Facility Covenants; provided that no Event of Default under this clause (v) will occur if the failure to comply is capable of remedy and is remedied within five Opco Credit Facility Business Days of the earlier of (A) the Administrative Agent or any Lender giving notice to the Borrower and (B) the Borrower becoming aware of the failure to comply and (vi) any Opco Credit Facility Covenant (other than those referenced in clauses (iv) and (v) above); provided that no Event of Default under this clause (vi) will occur if the failure to comply is capable of remedy and is remedied within twenty Opco Credit Facility Business Days of the earlier of (A) the Administrative Agent or any Lender giving notice to the Borrower and (B) the Borrower becoming aware of the failure to comply;

(e) the Loan Parties shall fail to observe or perform any covenant, condition or agreement contained in this Agreement, including, without limitation, any covenant or agreement incorporated herein by reference pursuant to Section 5.05 (other than those specified in clause (a) , (b) or (d) of this Article), and such failure shall continue unremedied for a period of 30 days after written notice thereof from the Administrative Agent or a Lender to the Borrower;

(f) (i) an “event of default” shall occur under the 2013 Notes Indenture, the 2014 Notes Indenture or the 2015 Notes Indenture, in each case as such term is defined therein, (ii) the principal amount of any other Material Indebtedness is not paid at the maturity thereof (whether at stated maturity, acceleration or otherwise) or (iii) a default shall occur under any other Material Indebtedness which results in the acceleration of such other Material Indebtedness prior to the stated maturity thereof;

(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, winding-up, reorganization or other relief in respect of the Borrower or any Significant Subsidiary or its debts, or of a substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect (“ Bankruptcy Law ”) or (ii) the appointment of a receiver, liquidator, trustee, custodian, sequestrator, conservator, compulsory manager or similar official for the Borrower or any Significant Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 consecutive days or a final, not temporary or interim, unappealable order or decree approving or ordering any of the foregoing shall be entered;

(h) the Borrower or any Significant Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, winding-up, reorganization or other relief under any Bankruptcy Law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (g) of this Article, (iii) apply for or consent to the appointment of a receiver, liquidator, trustee, custodian, sequestrator, conservator, compulsory manager or similar official for the Borrower or any Significant Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(i) the Borrower or any Significant Subsidiary is unable or shall admit in writing its inability to pay its debts generally;

(j) the Borrower or any of its Subsidiaries fails to satisfy any final and non-appealable judgment or arbitral award against it or its assets made by any competent court or tribunal to which it or its assets is or are subject, where the amount of relief from, and/or a liability (including, without limitation, any pre- and/or post-judgment interest but excluding any award in respect of costs or relevant proceedings) under such judgment or award, (i) of the Borrower and any of its Subsidiaries (other than Opco or its Subsidiaries) as a whole is at any one time in aggregate at least US$25,000,000 (or its equivalent in any currency) or (ii) of any one of Opco and its Subsidiaries is at any time in aggregate amount at least equal to the amount as set forth in paragraph (ii) of Clause 23.15 the Incorporated Opco Credit Facility;

(k) a Change of Control shall occur; provided that such Change of Control shall not have been caused directly or indirectly by any action taken by Time Warner Inc. or any of its Affiliates;

(l) this Agreement or any other Loan Document shall at any time and for any reason be declared by a court of competent jurisdiction to be null and void, or a proceeding shall be commenced by any Loan Party or any other person, or by any Governmental Authority, seeking to establish the invalidity or unenforceability thereof (exclusive of questions or interpretation of any provision thereof), or any Loan Party shall repudiate or deny any portion of its financial obligation under this Agreement or any other Loan Document;

(m) the Equity Purchase Agreement shall at any time prior to the last possible date that any purchase and sale of securities may be made under the terms of the Equity Purchase Agreement and for any reason be declared by a court of competent jurisdiction to be null and void, or a proceeding shall be commenced by any Loan Party or any other person, or by any Governmental Authority, seeking to establish the invalidity or unenforceability thereof (exclusive of questions or interpretation of any provision thereof); or

(n) any of the 2013 Notes owned by the Borrower or any of its Affiliates fail to be delivered for cancellation without consideration within 3 Business Days after the Tranche A Effective Date in accordance with the 2013 Notes Indenture.

then, and in every such event (other than an event with respect to the Borrower described in clause (g) or (h) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent at the request of the applicable Required Lenders shall, by notice to the Parent, take any of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (g) or (h) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, and (iii) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents.

ARTICLE VII

THE ADMINISTRATIVE AGENT

Section 7.01 Appointment and Authority . Each Lender hereby irrevocably appoints Time Warner Inc. to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and no Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

Section 7.02 Administrative Agent Individually .

(a) The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “ Lender ” or “ Lenders ” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Parent or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders. Each Lender is aware that the Administrative Agent or its affiliates owns equity interests in the Borrower and, as an equity owner, may take or omit to take actions relating thereto or as a result of its equity ownership in its sole discretion.

Section 7.03 Duties of Administrative Agent; Exculpatory Provisions .

(a) The Administrative Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and the Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent shall not be subject to any fiduciary or other implied duty, whether or not a Default or Event of Default has occurred or is continuing and shall not have any duty to take any discretionary action or exercise any discretionary powers, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written direction of the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent or any of its Affiliates to liability or that is contrary to any Loan Document or applicable law. The Administrative Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity.

(b) The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 8.02 or Article VI ) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default or the event or events that give or may give rise to any Default unless and until the Borrower or any Lender shall have given notice to the Administrative Agent describing such Default and such event or events.

(c) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith or the adequacy, accuracy and/or completeness of the information contained therein, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than (but subject to the foregoing clause (ii) ) to confirm receipt of items expressly required to be delivered to the Administrative Agent.

(d) Nothing in this Agreement or any other Loan Document shall require the Administrative Agent or any of its Related Parties to carry out any “know your customer” or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Administrative Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Administrative Agent or any of its Related Parties.

Section 7.04 Reliance by Administrative Agent . The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender the Administrative Agent may presume that such condition is satisfactory to such Lender unless an officer of the Administrative Agent responsible for the transactions contemplated hereby shall have received notice to the contrary from such Lender prior to the making of such Loan, and in the case of a Loan, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Section 7.05 Delegation of Duties . The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. Each such sub-agent and the Related Parties of the Administrative Agent and each such sub-agent shall be entitled to the benefits of all provisions of this Article VII and Section 8.03 (as though such sub-agents were the “Administrative Agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

Section 7.06 Resignation of Administrative Agent . The Administrative Agent may at any time give notice of its resignation to the Lenders and the Parent. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank or a trust company with an office in the United States of America, or an affiliate of such a bank or trust company; provided that if the Administrative Agent shall notify the Parent and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each applicable Lender, directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph; provided further that so long as no such successor Administrative Agent shall have accepted such appointment the Parent shall have the right to appoint, at its own cost and expense, a successor Administrative Agent, which successor Administrative Agent shall be a commercial bank or a trust company with an office in the United States of America (an “ Interim Administrative Agent ”), which Interim Administrative Agent shall serve as Administrative Agent in all respects (with the rights, privileges and obligations thereof, including without limitation the right to resign (and appoint a successor) as set forth above in this Section 7.06 ) until such time as the Required Lenders appoint a successor thereto in accordance with the provisions described above in this Section 7.06 ). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and (i) the retiring Administrative Agent shall be discharged from its duties and obligations as Administrative Agent hereunder and under the other Loan Documents and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as a successor Administrative Agent or Interim Administrative Agent has been appointed as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties as Administrative Agent of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations as Administrative Agent hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 8.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Section 7.07 Non-Reliance on Administrative Agent and Other Lenders . Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deep appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Each Lender confirms to the Administrative Agent, each other Lender and each of their respective Related Parties that it (i) possesses (individually or through its Related Parties) such knowledge and experience in financial and business matters that it is capable, without reliance on the Administrative Agent, any other Lender or any of their respective Related Parties, of evaluating the merits and risks (including tax, legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement, (y) making Loans and other extensions of credit hereunder and under the other Loan Documents and (z) taking or not taking actions hereunder and thereunder, (ii) is financially able to bear such risks and (iii) has determined that entering into this Agreement and making Loans and other extensions of credit hereunder and under the other Loan Documents is suitable and appropriate for it.

ARTICLE VIII

MISCELLANEOUS

Section 8.01 Notices.

(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices, demands, requests, consents and other communications provided for in this Agreement shall be given in writing, or by any telecommunication device capable of creating a written record (including electronic mail), and shall be deemed validly given upon personal delivery or one day after being sent by overnight courier service and, if sent by facsimile, to the extent transmitted by 3:00 pm (local time of recipient) on a Business Day, will be deemed to have been received on that Business Day, and if transmitted by facsimile after 3:00 pm (local time of the recipient) on a Business Day or any other day, then on the Business Day next following the day of transmittal (so long as for notices or other communications sent by facsimile, the transmitting facsimile machine records electronic conformation of the due transmission of the notice), at the following address or facsimile number, or at such other address or facsimile number as a party may designate to the other parties:

(i) if to the Parent or any other Loan Party:

Central European Media Enterprises Ltd.

c/o CME Media Services Ltd.

Kříženeckého náměstí 1078/5

152 00 Prague 5 - Barrandov

Czech Republic

Telephone: + 420-242-465-573

Facsimile: + 420-242-464-483

Attention: Legal Counsel

with a copy to (which shall not constitute notice):

Dewey & LeBoeuf LLP

1301 Avenue of the Americas

New York, NY 10019

Attention: Jeffrey A. Potash

Eric W. Blanchard

Christopher P. Peterson

Facsimile: (212) 259-6333

(ii) if to the Administrative Agent: Time Warner Inc., to it at One Time Warner Center, New York, NY 10019, Attention Chief Financial Officer (Facsimile No. (212) 484-7175), with copies to its General Counsel (Facsimile No. (212) 484-7167) and its Treasurer (Facsimile No. (212) 484-7151); and

(iii) if to any other Lender, to it at its address (or fax number) set forth in any Assignment and Assumption.

(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

Section 8.02 Waivers; Amendments .

(a) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Parent and the Required Lenders or by the Parent and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase or extend the relevant Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan under the applicable Tranche, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment without the written consent of each Lender affected thereby, (iv) change Section 2.07(b) or Section 2.12(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender affected thereby or (v) change any of the provisions of this Section 8.02 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender (or each Lender of such Tranche, as the case may be).

(b) Notwithstanding the provisions set forth in Section 8.02(a) above, (i) the Parent’s consent shall not be required for (A) any amendment to this Agreement to incorporate usual and customary capital adequacy provisions or (B) amendments to Article VII of this Agreement, in each case that are necessary (as determined by the Required Lenders in good faith) to facilitate an assignment by a Lender otherwise permitted by this Agreement and so long as any such amendment does not create or result in the imposition of any obligation on the Borrower which is in any way more burdensome on the Borrower than as set forth herein and (ii) amendments to Section 8.18 shall not require the consent of any other parties other than Time Warner Inc. and the Borrower.

Section 8.03 Expenses; Indemnity; Damage Waiver .

(a) The Loan Parties shall pay (i) all reasonable invoiced out-of-pocket expenses incurred by the Administrative Agent and the Lenders, including the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and the Lenders, in connection with any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated thereby shall be consummated) and (ii) all out-of-pocket expenses invoiced to and incurred by the Administrative Agent and/or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent and the Lenders, in connection with the enforcement or protection of their rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

(b) The Parent agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Administrative Agent and each Lender and each Related Party of any of the foregoing Persons (the “ Indemnified Parties ”) from and against any and all claims, damages, losses, liabilities, costs, penalties, fees and expenses (including reasonable fees and disbursements of counsel) of any kind or nature whatsoever for which any of them may become liable or which may be incurred by or asserted against any of the Indemnified Parties (other than claims and related damages, losses, liabilities, costs, penalties, fees and expenses made by the Administrative Agent or a Lender (or their respective successors or assignees) against the Administrative Agent or any other Lender (or their respective successors or assignees), as applicable) arising out of, related to or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the execution or delivery of any Loan Document or any other document or instrument contemplated thereby, the performance by the Loan Parties of their respective obligations thereunder, or the consummation of the transactions contemplated thereby, (ii) any violation by the Borrower or any Subsidiary of the Borrower of any Environmental Law or any other law, rule, regulation or order, (iii) the actual or proposed use of the proceeds of any Loan, or (iv) any transaction in which any proceeds of any Loan are applied (EXCLUDING ANY SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, PENALTY, FEE OR EXPENSE SOUGHT TO BE RECOVERED BY ANY INDEMNIFIED PARTY TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, PENALTY, FEE OR EXPENSE HAS BEEN DETERMINED BY A FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION TO HAVE SOLELY RESULTED BY REASON OF THE GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY. IT IS THE INTENT OF THE PARTIES HERETO THAT EACH INDEMNIFIED PARTY SHALL, TO THE EXTENT PROVIDED IN THIS SECTION 8.03(b) , BE INDEMNIFIED FOR ITS OWN ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 8.03(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, shareholders or creditors, any Indemnified Party or any other Person, whether or not any Indemnified Party is otherwise a party thereto and whether or not the Transaction is consummated.

(c) To the extent that any Loan Party fails to pay any amount required to be paid by it to the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s pro rata share computed on the Credit Exposure of such Lender to the Credit Exposure of all Lenders determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability, cost, penalty, fee or related expense, as the case may be, was incurred by or asserted against such Person in its respective capacity as such.

(d) To the fullest extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Indemnified Party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnified Party referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(e) All amounts due under this Section shall be payable not later than three Business Days after written demand therefor, such demand to be in reasonable detail setting forth the basis for and method of calculation of such amounts.

Section 8.04 Successors and Assigns .

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby and each assignee and successor shall deliver the forms required to be delivered by a Lender pursuant to Section 2.11(e) . The Borrower may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender. No Lender may assign its Loans hereunder without the prior consent of the Borrower not to be unreasonably withheld; provided , that the Borrower’s consent shall not be required (i) for any assignments by Time Warner Inc. to any of its Affiliates (including, for the avoidance of doubt, TWMH) and (ii) at any time an Event of Default has occurred and is continuing at the time of such assignment.

(b) The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption. From and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.09 , 2.11 and 8.03 with respect to facts and circumstances occurring prior to the effective date of such assignment.

(c) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

Section 8.05 Survival . All covenants, agreements, representations and warranties made by the Loan Parties herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections 2.09 and 2.11 , Article VII and Sections 8.03 and 8.12 shall survive and remain in full force and effect regardless of the consummation of the Transactions, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.

Section 8.06 Counterparts; Integration; Effectiveness . This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective on the Signing Date, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 8.07 Severability . Any provision of this Agreement or the Loan Documents held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 8.08 Right of Setoff . If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender to or for the credit or the account of the Borrower or any Subsidiary Guarantor against any and all of the obligations of the Borrower or such Subsidiary Guarantor existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such obligations of the Borrower or such Subsidiary Guarantor may be owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender may have. Each Lender agrees to notify the Parent and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Section 8.09 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 hereto 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 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 may be heard and determined in such New York State or, to the extent permitted by law, in such federal court. To the extent that any Loan Party has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, such Loan Party hereby irrevocably waives such immunity in respect of its obligations under this Agreement. 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. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or any Subsidiary Guarantor or any of their respective properties in the courts of any jurisdiction to enforce a judgment obtained in accordance with this Section.

(c) Each Loan 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. 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 Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.01 . In addition, each Loan Party hereby irrevocably designates, appoints and empowers CT Corporation System, the principal office of which is 111 Eighth Avenue, New York, NY 10011 (the “ Process Agent ”), in the case of any suit, action or proceeding brought in the United States as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any kind and all legal process, summons, notices and documents that may be served in any action or proceeding arising out of or in connection with this Agreement or any other Loan Document. By executing this Agreement, CT Corporation System hereby irrevocably accepts such designation, appointment and agency, which shall remain in full force and effect until such time that a notice is delivered by CT Corporation System and each Loan Party to the Lenders (in form and substance reasonably satisfactory to the Lenders) stating that CT Corporation System will no longer be serving as Process Agent, at which time each Loan Party shall designate a replacement Process Agent satisfactory to the Lenders (and deliver the appropriate documentation in respect thereof as reasonably requested by the Lenders). Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to such Person in care of the Process Agent at the Process Agent’s above address, and such Person hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each Loan Party irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or such Person at its address specified in Section 8.01 . 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 8.10 Waiver of Jury Trial . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 8.11 Headings . Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 8.12 Confidentiality . Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below) and not to disclose or permit its disclosure to any Person, for a period of at least 1 year following the termination of this Agreement, except that Information may be disclosed (a) to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by or legally obligated to disclose it pursuant to a request of any regulatory authority or Governmental Authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions no less restrictive than those of this Section, to (i) any assignee of, or any prospective assignee of, any of its rights or obligations under this Agreement or (ii) any actual or prospective party (or its managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap, derivative or other similar transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency, or (ii) the CUSIP Service Bureau or any similar organization, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Lender or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower.

For purposes of this Section, “Information” means all information received at any time prior to the Signing Date and afterwards from the Borrower or any of its Subsidiaries relating to the Borrower or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by the Borrower or any of its Subsidiaries, provided that, in the case of information received from the Borrower or any of its Subsidiaries after the Signing Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information, and at least reasonable care.

Section 8.13 Interest Rate Limitation . Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “ Charges ”), shall exceed the maximum lawful rate (the “ Maximum Rate ”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together (to the extent lawful) with interest thereon to the date of repayment, shall have been received by such Lender.

Section 8.14 No Waiver; Remedies . No failure on the part of any party hereto to exercise, and no delay in exercising, any right under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies of the Administrative Agent and the Lenders provided in this Agreement are cumulative and not exclusive of any remedies that they would otherwise have. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time.

Section 8.15 USA Patriot Act Notice and “Know Your Customer” and OFAC Provisions . Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2003)) (the “ Act ”) and pursuant to other applicable “know your customer” and anti-money laundering rules and regulations, it may be required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act. The Borrower shall, following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

Section 8.16 Judgment Currency . a) The Loan Parties’ obligations hereunder and under the other Loan Documents to make payments in Dollars (pursuant to such obligation, the “ Obligation Currency ”) shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent or the respective Lender of the full amount of the Obligation Currency expressed to be payable to the Administrative Agent or such Lender under this Agreement or the other Loan Documents. If, for the purpose of obtaining or enforcing judgment against any Loan Party in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the Obligation Currency (such other currency being hereinafter referred to as the “ Judgment Currency ”) an amount due in the Obligation Currency, the conversion shall be made at the rate of exchange (as quoted by the Administrative Agent or if the Administrative Agent does not quote a rate of exchange on such currency, by a known dealer in such currency designated by the Administrative Agent) determined, in each case, as of the Business Day immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the “ Judgment Currency Conversion Date ”).

(b) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, the Loan Parties covenant and agree to pay, or cause to be paid, either (i) such additional amounts, if any (but in any event not a lesser amount) as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date, or (ii) such amount, in the Obligation Currency, equal to the amount of the applicable judgment denominated in Judgment currency, converted to the Obligation Currency in accordance with the Judgment Currency Conversion Date.

(c) For purposes of determining the rate of exchange for this Section 8.16 , such amounts shall include any premium and costs payable in connection with the purchase of the Obligation Currency.

Section 8.17 Independence of Covenants . All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or Event of Default if such action is taken or condition exists.

Section 8.18 Loans as Consideration . Nothing in this Agreement shall adversely affect the provisions of the Equity Purchase Agreement that permit the use of the Loans as consideration for the exercise of any rights under the Equity Purchase Agreement.

[Signature Pages to Follow]

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

	CENTRAL EUROPEAN MEDIA ENTERPRISES LTD, as Borrower

	By:	/s/ David Sach
		Name: David Sach
		Title: Chief Financial Officer

[Signature Page to Term Loan Facilities Credit Agreement]

	TIME WARNER INC., as Administrative Agent

	By:	/s/ James E. Burtson
		Name: James E. Burtson
		Title: Senior Vice President

	TIME WARNER INC., as Tranche A Lender, Tranche B Lender and Tranche C Lender

	By:	/s/ James E. Burtson
		Name: James E. Burtson
		Title: Senior Vice President

[Signature Page to Term Loan Facilities Credit Agreement]

Ex. 10.2

SUBSCRIPTION AND EQUITY COMMITMENT AGREEMENT

BY AND BETWEEN

CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.

AND

TIME WARNER MEDIA HOLDINGS B.V.

DATED AS OF APRIL 30, 2012

SUBSCRIPTION AND EQUITY COMMITMENT AGREEMENT

SUBSCRIPTION AND EQUITY COMMITMENT AGREEMENT (this “ Agreement ”), dated as of April 30, 2012, by and between Time Warner Media Holdings B.V., a besloten vennootschap met beperkte aansprakelijkheid , or private limited company, organized under the laws of the Netherlands (“ Investor ”), and Central European Media Enterprises Ltd., a Bermuda company (the “ Company ”). Capitalized terms used in this Agreement have the meaning set forth in Section ‎ 8.1 .

RECITALS

WHEREAS, the Company intends to repurchase certain of its outstanding debt (the “ Repurchases ”) for cash and/or newly issued shares of the Company’s Class A Common Stock, par value $0.08 per share (the “ Class A Common Stock ”), in one or more transactions, which may involve the commencement of a tender offer for 2013 Notes, 2014 Notes and 2016 Notes, privately negotiated transactions, open market repurchases and exchanges of newly issued securities of the Company for outstanding convertible debt securities conducted pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “ Securities Act ”);

WHEREAS, to finance all or a portion of the Repurchases, the Company may use the proceeds of (i) unsecured loans aggregating up to $300 million principal amount, upon the terms and conditions set forth in that certain Term Loan Facilities Credit Agreement (the “ Credit Agreement ”), by and among Time Warner Inc., as Administrative Agent, the Company and the Lender Parties thereto from time to time, dated as of the date hereof (the “ Time Warner Loans ”) or (ii) one or more offerings of the Company’s Class A Common Stock;

WHEREAS, Investor has agreed to purchase from the Company newly issued Class A Common Stock pursuant to this Agreement; and

WHEREAS, in connection with the contemplated purchase of Class A Common Stock by Investor, the Company, Investor, Ronald S. Lauder, RSL Savannah LLC, a Delaware limited liability company, RSL Investments Corporation, a Delaware limited liability company, and RSL Capital LLC, a New York limited liability company, have entered into the Investor Rights Amendment.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

PURCHASE OF SUBSCRIPTION SHARES

1.1. Purchase of Subscription Shares . Upon the terms and subject to the conditions set forth herein, Investor hereby subscribes for and agrees to purchase, and the Company agrees to issue and sell to Investor, the number of shares of Class A Common Stock such that, immediately after the Subscription Closing (as defined below), and after giving effect to the shares of Class A Common Stock to be issued pursuant to the RSL Subscription Agreement, Investor will own forty percent (40%) of the Relevant Equity Securities (which shall be at least 9,500,000 shares) (the “ Subscription Shares ”) at a price per share of $7.51 (the “ TW Purchase Price ”) totaling aggregate proceeds to the Company equal to the product of the TW Purchase Price multiplied by the number of Subscription Shares (the “ Subscription Proceeds ”). The Subscription Proceeds shall be paid in full in immediately available funds at the Subscription Closing.

1.2. Subscription Closing .

(a) Subject to the satisfaction or waiver of each of the conditions set forth in ‎ ARTICLE V, unless this Agreement shall have been terminated pursuant to its terms, the closing of the purchase and sale of the Subscription Shares (the “ Subscription Closing ”) shall take place at the offices of Dewey & LeBoeuf LLP, 1301 Avenue of the Americas, New York, New York 10019 no later than the second Business Day after the satisfaction or waiver of the conditions set forth in ‎ ARTICLE V (excluding conditions that, by their nature, cannot be satisfied until the Subscription Closing, but subject to the satisfaction or waiver of such conditions at the Subscription Closing) or at such date and time as the parties may agree to in writing (the “ Subscription Closing Date ”).

(b) On the Subscription Closing Date, (a) the Company shall deliver to Investor (i) a certificate representing the Subscription Shares to be purchased on such date, registered in Investor’s name and bearing legends substantially in the form set forth herein against payment by or on behalf of Investor of the Subscription Proceeds by wire transfer in immediately available funds to the account designated by the Company and shall register Investor in its register of shareholders as the holder of such Subscription Shares, provided, however, that if any Time Warner Loans are outstanding on the Subscription Closing Date, the payment of the Subscription Proceeds may be satisfied by evidence of cancellation of outstanding principal amount, accrued interest (calculated up to and including the day prior to the Subscription Closing Date), fees and penalties on the Time Warner Loans in an amount equal to the number of Subscription Shares multiplied by the TW Purchase Price. (ii) a calculation of the Relevant Equity Securities outstanding on the Subscription Closing Date certified by an authorized officer of the Company, and (iii) all other documents and certificates required to be delivered to Investor pursuant to Section ‎ 5.2 ; and (b) Investor shall deliver all documents and certificates required to be delivered to the Company pursuant to Section ‎ 5.3 . In the event Investor and the Company continue to disagree as to the number of Subscription Shares that are issuable under Section 1.1, the Company and Investor agree to retain an independent calculation agent to determine the number of Subscription Shares.

1.3. Adjustment of the Subscription Shares . The number of Subscription Shares to be purchased by Investor at the Subscription Closing pursuant to Sections 1.1 and ‎ 1.2 and the TW Purchase Price shall be proportionately adjusted for any subdivision or combination (by stock split, reverse stock split, dividend, reorganization, recapitalization or otherwise) of the Class A Common Stock that occurs during the period between the date hereof and the Subscription Closing Date.

ARTICLE II

OPTION SHARES

2.1. Purchase of Option Shares at Investor’s Option . Upon the terms and subject to the conditions set forth herein, the Company hereby grants to Investor the right to purchase the Option Shares (the “ Investor Option ”) at the TW Purchase Price, with the total aggregate proceeds (the “ Investor Option Proceeds ”) to be paid in full to the Company (or to otherwise be settled by the Company in accordance with Section 2.6(c) ) on the Investor Option Closing Date (defined below). Notwithstanding the foregoing, in no event shall the purchase of the Option Shares to be issued pursuant to the Investor Option cause the number of shares of Class A Common Stock owned by Investor on the Investor Option Closing Date together with any shares of Class A Common Stock underlying the Series A Convertible Preferred Share to exceed the Standstill Cap. If the Investor delivers an Investor Option Notice requesting a number of Option Shares together with any shares of Class A Common Stock underlying the Series A Convertible Preferred Share that the Company believes would cause the Investor to exceed the Standstill Cap, the Company shall promptly notify the Investor in a writing that specifies the highest number of Option Shares together with any shares of Class A Common Stock underlying the Series A Convertible Preferred Share the Company believes it could issue to Investor without exceeding the Standstill Cap (together with supporting documentation and a certificate of the Company’s transfer agent).

2.2. Exercise of Investor Option .

(a) Investor Option Notice Period . The Investor Option shall only be exercisable by Investor giving notice irrevocably and in writing to the Company (the “ Investor Option Notice ”) at any time from and after the earlier to occur of (x) the 180th day following the Loan Disbursement Date (as defined below) and (y) the 10 th Business Day following the Company’s receipt of an amount of Net Proceeds from Equity Offerings equal to the Proceeds Cap.

(b) Requirements of Investor Option Notice . Any Investor Option Notice shall specify (i) the date (the “ Investor Option Closing Date ”) for the Investor Option Closing (as defined below), provided that a valid exercise of the Investor Option in accordance with this Agreement shall require that the Investor Option Closing Date must be a Business Day no less than four Business Days following the delivery of such Investor Option Notice but in any event no later than the Option Expiration Date and (ii) the number of Option Shares determined in accordance with the definition thereof to be purchased on the Investor Option Closing Date.

(c) Sale and Purchase of Option Shares . If an Investor Option Notice is validly delivered to the Company in accordance with this Agreement, Investor and the Company shall be obligated to complete the sale and purchase of the Option Shares (the “ Investor Option Closing ”) on the Investor Option Closing Date.

2.3. Sale of Option Shares at the Company’s Option . Upon the terms and subject to the conditions set forth herein, Investor hereby grants to the Company the right to cause Investor to purchase the Option Shares (the “ Company Option ”) at the TW Purchase Price, with the total aggregate proceeds (the “ Company Option Proceeds ”) to be paid in full to the Company (or to otherwise be settled by the Company in accordance with Section 2.6(c) ) on the Company Option Closing Date (defined below). Notwithstanding the foregoing, in no event shall the purchase of the Option Shares to be issued pursuant to the Company Option cause the number of shares of Class A Common Stock owned by Investor on the Company Option Closing Date together with any shares of Class A Common Stock underlying the Series A Convertible Preferred Share to exceed the Standstill Cap. If the Company delivers a Company Option Notice requesting a number of Option Shares together with any shares of Class A Common Stock underlying the Series A Convertible Preferred Share that the Investor believes would cause the Investor to exceed the Standstill Cap, the Investor shall promptly notify the Company in a writing that specifies the highest number of Option Shares together with any shares of Class A Common Stock underlying the Series A Convertible Preferred Share the Investor believes could be issued to it by the Company without exceeding the Standstill Cap (together with supporting documentation and a certificate of the Company’s transfer agent).

2.4. Exercise of Company Option .

(a) Company Option Notice Period . The Company Option shall only be exercisable by the Company giving notice irrevocably and in writing to Investor (the “ Company Option Notice ”) at any time from and after the first drawing of any funds under the Time Warner Loans (the “ Loan Disbursement Date ”); provided that prior to the 180th day following the Loan Disbursement Date, the Company Option may be exercised by the Company only if the Company Option Proceeds would be sufficient to repay in their entirety any Time Warner Loans outstanding on the Company Option Closing Date.

(b) Requirements of Company Option Notice . Any Company Option Notice shall specify (i) the date (the “ Company Option Closing Date ”) for the Company Option Closing (as defined below), provided that a valid exercise of the Company Option in accordance with this Agreement shall require that the Company Option Closing Date must be a Business Day no less than four Business Days following delivery of such Company Option Notice and in any event no later than the Option Expiration Date and (ii) the number of Option Shares determined in accordance with the definition thereof to be purchased on the Company Option Closing Date.

(c) Sale and Purchase of Option Shares . If a Company Option Notice is validly delivered to the Investor in accordance with this Agreement, Investor and the Company shall be obligated to complete the sale and purchase of the Option Shares (the “ Company Option Closing ”) on the Company Option Closing Date.

2.5. Issuance of Series A Convertible Preferred Share . In the event that the number of Option Shares to be issued to Investor pursuant to Section 2.2 or Section 2.4 of this Agreement, when aggregated with the outstanding shares of Class A Common Stock of any group (as this term is used in Section 13(d)(3) of the Securities Exchange Act of 1934 (the “ Exchange Act ”)) that includes Investor and any of its Affiliates, results in such group being a beneficial owner (as this term is used in Section 13(d)(3) of the Exchange Act) of more than 49.9% of the outstanding shares of Class A Common Stock of the Company (the “ Group Cap ”), the Company shall be required to (a) issue such number of shares of Class A Common Stock such that the Group Cap would not be exceeded and (b) issue to Investor a single Series A Convertible Preferred Share that is convertible into such number of shares of Class A Common Stock equal to the difference between the number of Option Shares which would have been issued to Investor but for the Group Cap and the number of Option Shares issued pursuant to clause (a) of this Section 2.5 .

2.6. Investor Option Closing or Company Option Closing; Investor Option Proceeds or Company Option Proceeds .

(a) Any Investor Option Closing or Company Option Closing shall take place at the offices of Dewey & LeBoeuf LLP, 1301 Avenue of the Americas, New York, New York 10019 on the Investor Option Closing Date or Company Option Closing Date, as applicable, set forth in the corresponding Investor Option Notice or Company Option Notice, as the case may be.

(b) On the Investor Option Closing Date or the Company Option Closing Date, as the case may be:

(i) the Company shall deliver to Investor a certificate representing the shares of Class A Common Stock purchased pursuant to the Company Option or the Investor Option, as applicable, and, to the extent applicable, the Series A Convertible Preferred Share to be purchased on such date, registered in Investor’s name and bearing legends substantially in the form set forth herein, and the Company shall register Investor in its register of shareholders as the holder of such shares of Class A Common Stock purchased pursuant to the Company Option or the Investor Option, as applicable, and the Series A Convertible Preferred Share; and

(ii) Investor shall deliver to the Company payment by or on behalf of Investor of the Investor Option Proceeds or the Company Option Proceeds, as the case may be, by wire transfer in immediately available funds to the account designated by the Company.

(c) Notwithstanding any other provision of this Article II, to the extent that any portion of the Time Warner Loans shall be outstanding on the Investor Option Closing Date or the Company Option Closing Date, as the case may be, the payment of the Investor Option Proceeds or the Company Option Proceeds, as the case may be, may be satisfied by evidence of the cancellation of the outstanding principal amount and accrued interest (calculated to the day up to and including the day prior to the Investor Option Closing Date or the Company Option Closing Date, as applicable), fees and penalties on the Time Warner Loans, equaling the TW Purchase Price multiplied by the sum of the number of shares of Class A Common Stock purchased pursuant to the Company Option or the Investor Option, as applicable, plus the number of shares of Class A Common Stock issuable upon conversion of the Series A Convertible Preferred Share.

(d) The TW Purchase Price shall be proportionately adjusted for any subdivision or combination (by stock split, reverse stock split, dividend, reorganization, recapitalization or otherwise) of the Class A Common Stock that occurs during the period between the date hereof and the Company Option Closing Date or the Investor Option Closing Date, as the case may be.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1. Representations and Warranties of the Company . As of the date of this Agreement and the Subscription Closing Date, the Company represents and warrants to Investor as follows:

(a) Organization and Standing . The Company is duly organized as an exempted company, limited by shares, validly existing and in good standing under the laws of Bermuda. The Company has all requisite power and authority to conduct its business as presently conducted and as disclosed in the Company Reports. Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with full power and authority to conduct its business as currently conducted, except where the failure of any Subsidiary to be duly organized, validly existing and in good standing, individually or in the aggregate, would not have a Material Adverse Effect. The Company’s Memorandum of Association, as in effect on the date hereof, and the Company’s Bye-laws, as in effect on the date hereof, are each filed as exhibits to the Company Reports.

(b) Shares . When the certificates evidencing the Subscription Shares, the Option Shares, the shares of Class A Common Stock issued to the Investor pursuant to the terms of the Side Letter and the Series A Convertible Preferred Share (collectively, the “ Shares ”) have been delivered to Investor against payment therefor as provided in this Agreement, the Shares will be validly issued, fully paid and non-assessable shares of the Company, free and clear of any and all security interests, pledges, liens, charges, claims, options, restrictions on transfer, preemptive or similar rights, proxies and voting or other agreements, or other encumbrances of any nature whatsoever, other than restrictions on transfer imposed by federal or state securities Laws and the Company’s Bye-laws, and the rights and restrictions contemplated by the Company Agreements, the Investor Rights Agreement and the Voting Agreement. Assuming the accuracy of all representations and warranties of Investor set forth in Section 3.2 , the offer and issuance by the Company of the Shares is either exempt from registration under, or at the time of issuance shall be registered under, all applicable securities Laws, including the Securities Act and “blue sky” laws.

(c) Authorization, Execution and Delivery and Enforceability . The Company has all requisite corporate power and corporate authority to enter into and to perform its obligations under the Company Agreements, to consummate the transactions contemplated hereby and thereby and to issue the Shares in accordance with the terms thereof. The execution and delivery of the Company Agreements by the Company, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action on the part of the Company including, without limitation, a special committee of the Company’s Board of Directors comprising directors independent from Investor and Ronald S. Lauder. Each of the Company Agreements has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or similar Laws in effect which affect the enforcement of creditor’s rights generally or (b) general principles of equity, whether considered in a proceeding at Law or in equity.

(d) Capitalization . As of the date of this Agreement, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Class A Common Stock, of which 56,892,114 shares are issued and outstanding, (ii) 15,000,000 shares of Class B Common Stock, par value $0.08 per share (the “ Class B Common Stock ”), of which 7,516,936 shares are issued and outstanding and (iii) 5,000,000 shares of preferred stock, par value $0.08 per share (the “ Preferred Stock ”), of which no shares have been designated or are outstanding. All of the issued and outstanding shares of the Company’s capital stock are duly and validly authorized and issued and are fully paid and nonassessable. Except as disclosed in the Company Reports filed prior to the date hereof or as contemplated by the Company Agreements and the Investor Rights Agreement, no stockholder of the Company is entitled to any preemptive or similar rights to subscribe for shares of the Company and no stockholder of the Company has any rights, contractual or otherwise, to designate members of the Company’s Board of Directors. Except as disclosed in the Company Reports filed prior to the date hereof or as contemplated by the Company Agreements, the Investor Rights Agreement and the TW Registration Rights Agreement, the Company is not a party to any stockholder, voting or other agreements relating to the rights and obligations of the Company’s stockholders. Except as disclosed in the Company Reports filed prior to the date hereof or as contemplated by the Company Agreements and the RSL Registration Rights Agreement, no Person has the right to require the Company to register any securities for sale under the Securities Act.

(e) Subsidiaries . Except as disclosed in the Company Reports, none of the Company or any of its Subsidiaries (i) has issued or is bound by any outstanding subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance or disposition of any shares of capital stock, voting securities or equity interests of any Subsidiary of the Company, and (ii) there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock, voting securities or equity interests (or any options, warrants or other rights to acquire any shares of capital stock, voting securities or equity interests) of any Subsidiary of the Company (other than any such obligation to the Company or any Subsidiary of the Company arising from time to time in connection with any internal restructuring or reorganizations of the Company’s Subsidiaries).

(f) No Conflicts . Neither the execution and delivery by the Company of this Agreement and the other Company Agreements, the RSL Subscription Agreement or the RSL Registration Rights Agreement nor the performance by the Company of any of its obligations under this Agreement, the other Company Agreements, the RSL Subscription Agreement or the RSL Registration Rights Agreement, nor the consummation of the transactions contemplated hereby and thereby, will violate, conflict with, result in a breach, or constitute a default (with or without notice or lapse of time or both) under, give to others any rights of consent, termination, amendment, acceleration or cancellation of, (i) any provision of the governing documents of the Company or its Subsidiaries, (ii) the material broadcast licenses or franchises to which the Company or any of its Subsidiaries is a party or by which any of their properties or assets are bound, (iii) any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, contract, instrument, permit or concession to which the Company or any of its Subsidiaries is a party or by which any of their properties or assets are bound, (iv) any Law applicable to the Company or its Subsidiaries or to their properties or assets, except, with respect to clauses (iii) and (iv) above, to the extent that any of the foregoing would not have a Material Adverse Effect.

(g) Consents and Approvals . Except for such Consents and Governmental Approvals that have been previously received and the Requisite Vote, no Consent or Governmental Approval is required on the part of the Company in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

(h) Company Reports . The Company has timely filed all Company Reports. As of their respective dates, the Company Reports complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, and none of the Company Reports, including any financial statements or schedules included or incorporated by reference therein (the “ Financial Statements ”), at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two Business Days prior to the date hereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Financial Statements and the related notes have been prepared in accordance with accounting principles generally accepted in the United States, consistently applied, during the periods involved (except (i) as may be otherwise indicated in the Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements or may conform to the SEC’s rules and instructions for Quarterly Reports on Form 10-Q) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

(i) Brokers, Finders, etc. All negotiations relating to this Agreement and the transactions contemplated by this Agreement have been carried on in such manner as to not give rise to any valid claim against Investor for any brokerage or finder’s commission, fee or similar compensation based upon arrangements made by or on behalf of the Company.

(j) Regulation D . Neither the Company nor any Person acting on its behalf has offered to sell, or sold, the Shares by any form of general solicitation or general advertising (as those terms are used within the meaning of Regulation D (“ Regulation D ”) under the Securities Act). Neither the Company nor any Person acting on its behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering of the Shares to be integrated with any prior offering by the Company in a manner that could require the registration of the Shares under the Securities Act.

(k) NASDAQ . Shares of Class A Common Stock are registered pursuant to Section 12(b) of the Exchange Act, and are listed on the NASDAQ Global Select Market (“ NASDAQ ”), and trading in Class A Common Stock has not been suspended and the Company has taken no action designed to terminate the registration of the Class A Common Stock under the Exchange Act or to delist the Class A Common Stock from the NASDAQ.

(l) No Litigation . There are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or to the knowledge of the Company threatened against, the Company or any of its Subsidiaries or any business, property, officers, directors or rights of any such Person relating to the issuance by the Company of the Shares or the other transactions contemplated by this Agreement, the other Company Agreements, the RSL Subscription Agreement and the RSL Registration Rights Agreement, or that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(m) Compliance with Law . The Company and its Subsidiaries are in compliance in all material respects with all applicable Laws, including, as applicable, in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended. The Company represents and warrants that since (i) April 1, 2007, the Company has not, (ii) since the later of April 1, 2007 and the time a Subsidiary became a Subsidiary, each Subsidiary has not, and (iii) to the Company’s knowledge, each director, officer, agent, employee or other Person authorized to act on behalf of the Company or any of its Subsidiaries, in the course of its actions for, or on behalf of, the Company or any of its Subsidiaries has not 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. No director, officer, agent, or senior manager of the Company is, to the knowledge of the Company after reasonable due diligence, a foreign or domestic government official or employee, except for such an official or employee in a governmental position that has no relevance to the business of the Company. The Company makes no representation in this paragraph with respect to the directors of the Company who are employees of Time Warner Inc. or one of its Subsidiaries.

(n) Opinion of the Company’s Financial Advisor . A copy of the fairness opinion from J.P. Morgan Limited to the Special Committee of the Company’s Board of Directors is included in the Company’s preliminary proxy statement filed with the SEC on or about the date hereof.

(o) RSL Agreements . The Company has provided Investor with true and complete copies of the RSL Subscription Agreement and the RSL Registration Rights Agreement in the forms to be executed and delivered by the parties thereto.

3.2. Representations and Warranties of Investor . As of the date of this Agreement and the Subscription Closing Date, Investor represents and warrants to the Company as follows:

(a) Organization and Standing . Investor is duly organized, validly existing and in good standing under the laws of the Netherlands. Investor has all requisite power and authority to enter into the Company Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby.

(b) Authorization, Execution and Delivery and Enforceability . The execution and delivery by Investor of the Company Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action on the part of Investor. Each of the Company Agreements to which it is a party has been duly executed and delivered by Investor and constitutes a valid and binding obligation of Investor, enforceable against Investor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or similar Laws in effect which affect the enforcement of creditor’s rights generally or (b) general principles of equity, whether considered in a proceeding at Law or in equity.

(c) No Conflicts . Neither the execution and delivery of the Company Agreements to which it is a party by Investor, nor the performance by Investor of any of its obligations hereunder or thereunder, nor the consummation of the transactions contemplated hereby or thereby, will violate, conflict with, result in a breach, or constitute a default (with or without notice or lapse of time or both) under, give to others any rights of consent, termination, amendment, acceleration or cancellation of any provision of (i) the governing documents of Investor, (ii) any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, contract, instrument, permit, concession, franchise, license to which Investor or any of its Affiliates is a party or by which any of its properties or assets are bound, or (iii) any Law applicable to Investor or to its properties or assets which, in each case, would materially impair or delay the ability of Investor to consummate the transactions contemplated in the Company Agreements to which it is a party.

(d) Financial Capability . Investor will have available funds necessary to consummate the Subscription Closing on the terms and conditions contemplated by this Agreement.

(e) Consents and Approvals . Except for an amendment to its Schedule 13D and a Form 4, and the Consents and Governmental Approvals that have previously been received, no Consent or Governmental Approval is required on the part of Investor or its Affiliates in connection with the execution and delivery of the Company Agreements to which it is a party or the consummation of the transactions contemplated hereby or thereby. Except as publicly disclosed, none of Investor or any of its Affiliates is a party to any stockholder, voting or other agreements relating to the rights and obligations of the Company’s stockholders.

(f) Brokers, Finders, etc. All negotiations relating to this Agreement and the transactions contemplated by this Agreement have been carried on in such manner as to not give rise to any valid claim against the Company for any brokerage or finder’s commission, fee or similar compensation based upon arrangements made by or on behalf of Investor.

(g) Purchase for Investment . Investor acknowledges its understanding that the offering and sale of the Shares to be purchased pursuant hereto by Investor are intended to be exempt from registration under the Securities Act and that the Company is relying upon the truth and accuracy of Investor’s representations and warranties contained herein and Investor’s compliance with this Agreement in order to determine the availability of such exemptions and the eligibility of Investor to acquire the Shares in accordance with the terms and provisions of this Agreement. In furtherance thereof, Investor represents and warrants to the Company that:

(i) Investor is an accredited investor within the meaning of Regulation D promulgated under the Securities Act and, if there should be any change in such status prior to the Subscription Closing Date, Investor will immediately inform the Company of such change;

(ii) Investor (A) has the financial ability to bear the economic risk of its investment in the Shares to be purchased pursuant hereto, (B) can bear a total loss of its investment therein at this time, (C) has no need for liquidity with respect to its investment therein, (D) has adequate means for providing for its current needs and contingencies, and (E) has such knowledge, experience and skill in evaluating and investing in issues of equity securities, including securities of new and speculative issuers, based on actual participation in financial, investment and business matters, such that it is capable of evaluating the merits and risks of an investment in the Company and the suitability of the Shares as an investment for itself; and

(iii) Investor has been given the opportunity to conduct a due diligence review of the Company concerning the terms and conditions of the offering of the Shares to be purchased by Investor and other matters pertaining to an investment in the Shares, in order for Investor to evaluate the merits and risks of an investment in the Shares to be purchased by Investor to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.

(h) No Registration . Investor has been advised that the Shares have not been registered under the Securities Act, or any non-U.S. securities, state securities or blue sky laws, and therefore cannot be resold unless they are registered under such laws or unless an exemption from registration thereunder is available. Investor is purchasing the Shares for its own account for investment, and not with a view to, or for resale in connection with, the distribution thereof, and has no present intention of distributing or reselling any thereof. In making the foregoing representations, Investor is aware that it must bear, and represents that Investor is able to bear, the economic risk of such investment for an indefinite period of time.

(i) Restrictions on Shares . Investor is aware of and familiar with the restrictions imposed on the transfer of any Shares, including, without limitation, the restrictions contained herein or in the Company’s Bye-laws, the Company Agreements, the Investor Rights Agreement and the Voting Agreement.

ARTICLE IV

COVENANTS

4.1. Restrictive Legends .

(a) Investor acknowledges and agrees that the Shares and any securities issued or issuable with respect to such Shares by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, going private, tender offer, amalgamation, change of control, other reorganization or otherwise, shall bear restrictive legends in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION SPECIFIED IN AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. (THE “COMPANY”) OR OTHERWISE AS PERMITTED BY LAW.

The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any such Shares upon which it is stamped, if such Shares are registered for sale under an effective registration statement filed under the Securities Act or if such Shares are proposed to be sold pursuant to an exemption from registration and the Company receives an opinion of counsel reasonably satisfactory to it with respect to compliance with such exemption.

(b) The Shares and any securities issued or issuable with respect to such Shares by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, going private, tender offer, amalgamation, change of control, other reorganization or otherwise, shall bear a restrictive legend in substantially the following form until the earlier of (i) such time as the Investor Rights Agreement shall have been terminated or (ii) such time as such shares (or the holder thereof) shall no longer be subject to the terms of the Investor Rights Agreement:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS CONTAINED IN AN INVESTOR RIGHTS AGREEMENT, DATED AS OF MAY 18, 2009, BY AND AMONG THE COMPANY AND CERTAIN OF THE SHAREHOLDERS OF THE COMPANY, AS MODIFIED OR SUPPLEMENTED FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE THAT CONTRAVENE SUCH RESTRICTIONS SHALL BE NULL AND VOID.

(c) The Shares and any securities issued or issuable with respect to the Shares by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, going private, tender offer, amalgamation, change of control, other reorganization or otherwise, shall bear an additional restrictive legend in substantially the following form until the earlier of (i) such time as the TW Registration Rights Agreement shall have been terminated or (ii) such time as such shares (or the holder thereof) shall no longer be subject to the terms of the TW Registration Rights Agreement:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS CONTAINED IN A REGISTRATION RIGHTS AGREEMENT, DATED AS OF MAY 18, 2009, BY AND BETWEEN THE COMPANY AND TIME WARNER MEDIA HOLDINGS B.V., AS MODIFIED OR SUPPLEMENTED FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY). ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE THAT CONTRAVENE SUCH RESTRICTIONS SHALL BE NULL AND VOID.

(d) The securities of the Company subject to the Voting Agreement, and any securities issued or issuable with respect to such securities by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, going private, tender offer, amalgamation, change of control, other reorganization or otherwise, shall bear a restrictive legend in substantially the following form until the earlier of (i) such time as the Voting Agreement shall have been terminated or (ii) such time as such shares (or the holder thereof) shall no longer be subject to the terms of the Voting Agreement:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS CONTAINED IN AN IRREVOCABLE VOTING DEED AND CORPORATE REPRESENTATIVE APPOINTMENT, DATED AS OF MAY 18, 2009, BY AND AMONG THE COMPANY, RSL SAVANNAH LLC, RONALD S. LAUDER AND TIME WARNER MEDIA HOLDINGS B.V., AS MODIFIED OR SUPPLEMENTED FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY).

If required by Law, Investor agrees to comply with applicable prospectus delivery requirements in connection with any sale or transfer of the Shares, including those represented by a certificate(s) from which the legend has been removed.

4.2. Consents and Approvals .

(a) From and after the date hereof, the Company shall use its commercially reasonable efforts to obtain, as promptly as practicable, any Consents and Governmental Approvals required on the part of the Company in connection with the transactions contemplated by the Company Agreements. The fees and expenses related to obtaining such Consents and Governmental Approvals on the part of the Company shall be paid by the Company.

(b) From and after the date hereof, Investor shall use its commercially reasonable efforts to obtain, as promptly as practicable, any Consents and Governmental Approvals required on the part of Investor in connection with the transactions contemplated by the Company Agreements to which it is a party, in respect of which commercially reasonable efforts shall not include, without limitation, agreeing to or effecting, by undertaking, consent decree, hold separate order or otherwise, (1) the sale, divestiture or disposition of businesses or assets of Investor or any of its Affiliates, or (2) the taking of any action that would limit the freedom of action of Investor or any of its Affiliates. The fees and expenses related to obtaining such Consents and Governmental Approvals on the part of Investor shall be paid by Investor.

4.3. Securities Laws . The Company shall timely make all filings and reports relating to the offer and sale of the Shares required under applicable securities Laws, including any “blue sky” laws of the states of the United States. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section. Neither the Company nor any of its Subsidiaries shall sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Securities Act) that could be integrated with the sale of the Shares in a manner that could require the registration of the Shares under the Securities Act.

4.4. Proxy Material; General Meeting . The Company shall (a) as promptly as reasonably practicable (but in any event no later than two Business Days after the date hereof), file with the SEC a preliminary proxy statement (as amended and supplemented, the “ Company Proxy Statement ”) relating to the General Meeting including the proposals which require a Requisite Vote, (b) respond as promptly as reasonably practicable to any comments received from the SEC with respect to such filing and shall provide copies of such comments to Investor promptly upon receipt, (c) as promptly as reasonably practicable prepare and file any amendments or supplements necessary to be filed in response to any SEC comments or as required by Law, (d) use all reasonable efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as reasonably practicable, the Company Proxy Statement and all other customary proxy or other materials for meetings such as the General Meeting, (e) to the extent required by applicable Law, as promptly as reasonably practicable prepare, file and distribute to the Company stockholders (in the case of the Company Proxy Statement) any supplement or amendment to the Company Proxy Statement if any event shall occur which requires such action at any time prior to the General Meeting, and (f) otherwise use all reasonable efforts to comply with all requirements of Law applicable to the General Meeting. The Company shall provide Investor a reasonable opportunity to review any material amendments to the portions of the Company Proxy Statement that refer to Investor or describe the transactions contemplated by this Agreement or the Time Warner Loans prior to filing the same with the SEC. The Company’s Board of Directors shall take all reasonable lawful action to solicit the Requisite Vote.

4.5. Terms of Cash Tender Offers . The Company shall (a) as promptly as reasonably practicable (but in any event no later than two Business Days after the date hereof), (1) file with the SEC a Schedule TO (the “ Schedule TO ”) relating to a cash tender offer for the 2013 Notes, the form of which has been previously reviewed by Investor (the “ 2013 Tender Offer ”) and (2) deliver to the holders of the 2014 Notes and 2016 Notes, as applicable, offers to purchase such 2014 Notes and the 2016 Notes (together with the 2013 Tender Offer, the “ Cash Tender Offers ”), the forms of which offers to purchase have been previously reviewed by Investor, (b) respond as promptly as reasonably practicable to any comments received from the SEC with respect to such filing and shall provide copies of such comments to Investor promptly upon receipt, (c) as promptly as reasonably practicable prepare and file any amendments or supplements necessary to be filed in response to any SEC comments or as required by Law, (d) use all reasonable efforts to file or deliver all other documents and materials which may be required or requested by a Governmental Entity in connection with the Cash Tender Offers, (e) otherwise use all reasonable efforts to comply with all requirements of Law applicable to the Cash Tender Offers and (f) accept for payment notes tendered in the Cash Tender Offers when the conditions to such Cash Tender Offers have been satisfied or waived. The Company shall not make any material change to the terms of the Cash Tender Offers without the prior written consent of Investor, provided , that such consent shall not be required for the Company to make the changes described on Schedule 4.5 attached hereto.

4.6. Terms of Debt for Equity Exchanges .

(a) From the date hereof until Outside Date, in the event no Time Warner Loans were drawn on or before such date, or the 180 th day following the Loan Disbursement Date, the Company shall notify the Investor in writing at least three (3) Business Days prior to the commencement of any Repurchases structured as exchanges of shares of Class A Common Stock for outstanding 2015 Notes (“ Debt-For-Equity Exchanges ”). During the period between the delivery of the notice required by this Section 4.6(a) and the Option Expiration Date, the Company shall consult with the Investor regarding such Debt-For-Equity Exchanges and allow the Investor to have reasonable access to and consultation with the officers and employees of, and advisors to, the Company who are responsible for the Debt-For-Equity Exchanges.

(b) Notwithstanding anything to the contrary herein, the Company shall not offer or consummate any Debt-For-Equity Exchange that does not comply with the parameters set forth on Schedule 4.6(b) .

4.7. Proceeds Cap . From the date hereof until the earlier of (i) the Outside Date, in the event no Time Warner Loans were drawn on or before such date, (ii) the date on which the Time Warner Loans have been repaid in full or (iii) the 180 th day following the Loan Disbursement Date, the Company shall not make any Equity Offering if the aggregate amount of Net Proceeds from all Equity Offering during such period, including proceeds received by the Company in connection with the Investor’s exercise of its preemptive rights on the terms of the Side Letter, would exceed the Proceeds Cap.

4.8. Refinancing . The Company shall use commercially reasonable efforts to refinance ( i.e. , retire) the 2014 Notes on or prior to May 18, 2013.

4.9. Ratings Decline . The company and the Investor will consult with each other prior to termination of the Voting Agreement under the circumstances contemplated by Section 8.2 thereof and, after such consultation, the Company will consult with Investor prior to taking any action that would be reasonably likely to result in a Ratings Decline (as defined in the 2014 Notes Indenture) and shall take no such action to which the Investor has reasonably objected.

4.10. Public Announcements . The parties agree that no public release or announcement concerning this Agreement or the transactions contemplated hereby shall be issued or made by or on behalf of any party or their respective Affiliates without the prior written consent of the other party (which consent shall not be unreasonably withheld, delayed or conditioned), except as such announcement may, in the reasonable judgment of the releasing party, be required by Law, or any rule or regulation of any securities exchange on which securities of the releasing party are listed, in which case the party required to make the release or announcement shall allow the other party reasonable time to comment on such release or announcement in advance of such issuance. For the avoidance of doubt, the press release(s) to be issued announcing the execution of this Agreement and the related Repurchases shall be mutually agreed by the parties prior to release.

ARTICLE V

CONDITIONS TO CLOSING

5.1. Conditions to the Obligations of the Company and Investor . On or prior to the Subscription Closing Date, the obligations of the Company and Investor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver of the following conditions:

(a) No Injunction, etc. Consummation of the transactions contemplated hereby shall not have been restrained, enjoined or otherwise prohibited or made illegal by any applicable Law.

(b) Consents and Governmental Approvals . The parties shall have received all necessary Consents and Governmental Approvals.

5.2. Conditions to the Obligations of Investor . The obligation of Investor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver by Investor on or prior to the Subscription Closing Date of the following conditions:

(a) Representations and Warranties . (i) The representations and warranties of the Company contained in Section 3.1(d) of this Agreement or that are qualified as to materiality or Material Adverse Effect shall be true at and as of the date hereof and at and as of the Subscription Closing Date as if made at and as of such date (except, in each case, as to such representations and warranties made as of a specific date, which shall have been true at and as of such date) and (ii) the other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto shall be true in all material respects at and as of the date hereof and at and as of the Subscription Closing Date as if made at and as of such date (except, in each case, as to such representations and warranties made as of a specific date, which shall have been true at and as of such date), and Investor shall have received a certificate signed by an officer of the Company to the foregoing effect.

(b) Material Adverse Change . There shall not have been a Material Adverse Change from the date hereof to the Subscription Closing Date, and Investor shall have received a certificate signed by an officer of the Company to the foregoing effect.

(c) Performance of Obligations . The Company shall have performed and complied with, in all material respects, all of the obligations and conditions in this Agreement and the Side Letter required to be performed or complied with by it on or prior to the Subscription Closing Date, and Investor shall have received a certificate signed by an officer of the Company to the foregoing effect.

(d) Issuance of Shares . The Company shall issue the Subscription Shares to Investor.

(e) NASDAQ Qualification . The Shares shall have been approved for listing on NASDAQ, subject to official notice of issuance. The Class A Common Stock shall not have been delisted on NASDAQ.

(f) Investor Rights Amendment . The Investor Rights Amendment shall be in full force and effect.

(g) Outstanding Options . Except for certain options exercisable for Class B Common Stock as set forth in the Company Reports, the Company shall have no outstanding equity securities or voting securities, or securities convertible, exercisable or exchangeable into equity securities or voting securities, other than Class A Common Stock or securities convertible, exercisable or exchangeable into shares of Class A Common Stock (taking into account the conversion of the Class B Common Stock after the delivery of the RSL Conversion Notice and the TW Conversion Notice).

(h) Conversion Notice . The RSL Conversion Notice shall have been duly executed and delivered to the Company and be effective.

5.3. Conditions to the Obligations of the Company . The obligation of the Company to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver by the Company on or prior to the Subscription Closing Date of the following conditions:

(a) Representations and Warranties . (i) The representations and warranties of Investor contained in this Agreement that are qualified as to materiality shall be true at and as of the date hereof and at and as of the Subscription Closing Date as if made at and as of such date (except, in each case, as to such representations and warranties made as of a specific date, which shall have been true at and as of such date) and (ii) the other representations and warranties of Investor contained in this Agreement and in any certificate or other writing delivered by Investor pursuant hereto shall be true in all material respects at and as of the date hereof and at and as of the Subscription Closing Date as if made at and as of such date (except, in each case, as to such representations and warranties made as of a specific date, which shall have been true at and as of such date), and the Company shall have received a certificate signed by an authorized officer of Investor to the foregoing effect.

(b) Performance of Obligations . Investor shall have performed and complied with, in all material respects, all of the obligations and conditions in this Agreement, the Credit Agreement and the Side Letter required to be performed or complied with by it on or prior to the Subscription Closing Date, and the Company shall have received a certificate signed by an authorized officer of Investor to the foregoing effect.

(d) Investor Rights Amendment . The Investor Rights Amendment shall be in full force and effect.

(e) Conversion Notice . The TW Conversion Notice shall have been duly executed and delivered to the Company and be effective.

ARTICLE VI

INDEMNIFICATION

6.1. Survival of Representations and Warranties . All representations and warranties under this Agreement shall survive the Subscription Closing until the expiration of one (1) year following the Subscription Closing Date. All agreements and covenants contained in this Agreement shall survive the Subscription Closing indefinitely (except to the extent expressly provided in this Agreement).

6.2. Indemnification .

(a) Notwithstanding any investigation at any time made by or on behalf of Investor or any Investor Indemnified Persons or any knowledge (other than the actual knowledge (as demonstrated by the Company) of any directors of the Company that are employees of Time Warner Inc. or one of its subsidiaries based on information contained in written materials provided to all similarly situated directors of the Company in the context of their role as directors) or information that Investor or any Investor Indemnified Person may now have or hereafter obtain, from and after the Subscription Closing Date, the Company shall indemnify, defend and hold harmless Investor and Investor’s members, officers, directors, employees, agents, Affiliates and representatives (collectively with Investor, the “ Investor Indemnified Persons ”) against, and shall compensate and reimburse such Investor Indemnified Persons for, any and all losses, liabilities, damages, diminution in value of the Shares (other than diminution in value of the Shares suffered or sustained in the case of any indemnity obligations solely pursuant to clause (iii) of this Section 6.2(a) ) and expenses, including all reasonable costs and expenses related thereto or incurred in enforcing this ‎ ARTICLE VI (“ Losses ”) that any Investor Indemnified Person has suffered or sustained (regardless of whether or not such Losses relate to a third party claim) (i) arising directly from the breach of any of the representations or warranties of the Company contained in this Agreement, (ii) arising directly from the breach of any covenant or agreement of the Company contained in this Agreement, or (iii) arising directly from any action, suit, claim, proceeding or investigation instituted against such Investor Indemnified Person by any Governmental Entity, any holder of equity securities of the Company who is not an Affiliate of such Investor Indemnified Person, or any other Person (other than the Company) who is not an Affiliate of such Investor Indemnified Person relating to this Agreement or the transactions contemplated by the Company Agreements (unless such action resulted from a breach of such Investor Indemnified Person’s representations, warranties or agreements contained in any Company Agreement or any violations by such Investor Indemnified Person of state or federal securities laws or any conduct by such Investor Indemnified Person which constitutes fraud).

(b) From and after the Subscription Closing Date, and notwithstanding any investigation at any time made by or on behalf of the Company or any Company Indemnified Persons or any knowledge or information that the Company or any Company Indemnified Person may now have or hereafter obtain, Investor shall indemnify, defend and hold harmless the Company and its officers, directors, employees, agents and representatives (collectively, the “ Company Indemnified Persons ” and together with Investor Indemnified Persons, the “ Indemnified Persons ”) against, and will compensate and reimburse such Company Indemnified Persons for, any and all Losses that any Company Indemnified Person has suffered or sustained (regardless of whether or not such Losses relate to a third party claim) (i) arising from the breach of any of the representations or warranties of Investor contained in this Agreement or (ii) arising from the breach of any covenant or agreement of Investor contained in this Agreement and none of the Company Indemnified Persons shall be liable to Investor or any holder of equity securities of Investor for or with respect to any such Loss.

(c) The parties hereto hereby acknowledge and agree that for purposes of this ‎ ARTICLE VI, in determining whether any representation or warranty has been breached and for purposes of determining the amount of Losses resulting therefrom, any and all “Material Adverse Effect,” “material adverse effect,” “materiality” and similar exceptions and qualifiers set forth in any such representations and warranties shall be disregarded. The parties hereto hereby further acknowledge and agree that any claim for indemnification made in writing in accordance with the terms of this ‎ ARTICLE VI on or prior to the applicable expiration date with respect to any such claim as set forth herein shall survive the Subscription Closing and any such applicable expiration date until the final resolution thereof.

(d) In the case of any claim asserted by an Indemnified Person under this Agreement, notice shall be given by such Indemnified Person to the party required to provide indemnification (the “ Indemnifying Party ”) promptly after such Indemnified Person has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Person shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any claim or any litigation resulting therefrom, provided that (i) counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Person, and the Indemnified Person may participate in such defense at such Indemnified Person’s expense and (ii) the failure of any Indemnified Person to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement, except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to give notice. Any settlement or compromise of such asserted claim by the Indemnifying Party shall require the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld, conditioned or delayed, provided that no such consent shall be required as long as it is solely a monetary settlement (that will be paid entirely by or on behalf of the Indemnifying Party) that provides a full release of the Indemnified Person with respect to such matter and does not contain an admission of liability on the part of the Indemnified Person and will not have an ongoing adverse effect on the business or operations of the Indemnified Person.

(e) Absent fraud, willful misconduct or gross negligence by the party against whom a remedy is sought, from and after the Subscription Closing, the sole and exclusive remedies with respect to any and all claims relating to the subject matter of this Agreement shall be (a) monetary damages in accordance with the indemnification provisions set forth in this ‎ ARTICLE VI and (b) the remedies set forth in Section ‎ 8.7.

(f) Notwithstanding any provision herein to the contrary, the maximum liability of the Company with respect to the Losses suffered by Investor Indemnified Person as a result of any breach of any representation or warranty shall be an aggregate amount equal to the sum of the Subscription Proceeds plus the proceeds received by the Company in connection with the Investor’s exercise of its preemptive rights on the terms of the Side Letter plus amounts of principal and accrued interest, fees and penalties due under the Time Warner Loans which were cancelled pursuant to the exercise of the Company Option or Investor Option, provided that the Company will be required to indemnify any Investor Indemnified Person for any breaches of representations and warranties only if such Losses in the aggregate exceed $500,000 and then only to the extent such Losses exceed such amount.

(g) Notwithstanding any other provision of this Agreement, the liability for indemnification of any Indemnifying Party under this Agreement shall not include consequential, indirect, punitive or exemplary damages. The foregoing shall not limit in any respect any claim based on diminution of value of the Shares.

(h) Any indemnification of an Indemnified Person by an Indemnifying Party pursuant to this ‎ ARTICLE VI shall be effected by wire transfer of immediately available funds from the Indemnifying Party to an account designated by the Indemnified Person within fifteen (15) Business Days after the determination thereof.

ARTICLE VII

TERMINATION

7.1. Termination . This Agreement may be terminated at any time:

(a) by the mutual written consent of the Company and Investor;

(b) by the Investor if the Company has not made any Repurchases on or before the Outside Date;

(c) by either the Company or Investor if any Governmental Entity shall have issued an injunction or other ruling prohibiting the consummation of any of the transactions contemplated by this Agreement and the Company Agreements and such injunction or other ruling shall not be subject to appeal or shall have become final and unappealable;

(d) by either the Company or Investor if the Subscription Closing has not occurred on or before February 1, 2013, provided that the right to terminate this Agreement under this clause (d) will not be available to any party whose failure to fulfill in any material respect any obligation under this Agreement has been the cause of, or resulted in, the failure of such Subscription Closing to occur on or before such date;

(e) by Investor if the Company shall have materially breached the terms of this Agreement and such breach is not cured within twenty (20) Business Days after receiving notice thereof; or

(f) by the Company if Investor shall have materially breached the terms of this Agreement and such breach is not cured within twenty (20) Business Days after receiving notice thereof.

7.2. Effect of Termination . In the event that this Agreement is terminated under Section ‎ 7.1, all further obligations of the parties under this Agreement, other than pursuant to Section 4.10 and this Section ‎ 7.2 and ‎ ARTICLE VIII, will be terminated without further liability of any party to any other party, provided that such termination will not relieve any party from liability for its breach of this Agreement prior to such termination.

7.3. Termination-in-Part by the Company; Effect of Termination-in-Part . The obligations of the parties under ARTICLE II, Section 4.5 , Section 4.6 , and Section 4.7 of this Agreement may be terminated at any time by the Company if the Company has not made any Repurchases on or before the Outside Date; provided , that such termination by the Company shall not terminate the obligations of the parties under any other section of this Agreement in respect of the Subscription Shares.

ARTICLE VIII

DEFINITIONS AND MISCELLANEOUS

8.1. Definitions . As used in this Agreement, the following capitalized terms have the respective meanings set forth below:

(a) “ 2013 Notes ” means the 3.50% Senior Convertible Notes due 2013 issued by the Company under the 2013 Notes Indenture.

(b) “ 2013 Notes Indenture ” means the Indenture dated as of March 10, 2008, between the Company, as Issuer, the subsidiary guarantors party thereto and the Bank of New York, as Trustee, governing the 2013 Notes.

(d) “ 2014 Notes Indenture ” means the Indenture dated as of May 16, 2007, between the Company, as Issuer, the subsidiary guarantors party thereto and BNY Corporate Trustee Services Limited, as Trustee, governing the 2014 Notes.

(e) “ 2015 Notes ” means the 5.0% Senior Convertible Notes due 2015 issued by the Company under the 2015 Notes Indenture.

(f) “ 2015 Notes Indenture ” means the Indenture dated as of February 18, 2011 between the Company, as Issuer, the subsidiary guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee, governing the 2015 Notes.

(g) “ 2016 Notes ” means the 11.625% the Senior Notes due 2016 issued by the Company under the 2016 Notes Indenture.

(h) “ 2016 Notes Indenture ” means the Indenture dated as of September 17, 2009, between the Company, as Issuer, the subsidiary guarantors party thereto and The Bank of New York Mellon (London Branch), as Trustee, governing the 2016 Notes.

(i) “ Affiliate ” of any Person, means any other Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person; provided , that Time Warner Inc. shall not be an Affiliate of the Company for purposes of this definition. As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise).

(j) “ 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.

(k) “ Bye-laws ” means the Amended and Restated Bye-Laws of the Company, dated as of June 3, 2008.

(l) “ Company Agreements ” means, collectively, this Agreement, the Investor Rights Amendment and the Side Letter.

(m) “ Company Reports ” means the reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act after January 1, 2011.

(n) “ Consents ” means any consent, approval, authorization, waiver, permit, grant, franchise, concession, agreement, license, certificate, exemption, order, registration, declaration, filing, report or notice of, with or to any Person.

(o) “ Equity Offerings ” means one or more offerings by the Company of shares of Class A Common Stock for cash, including any participation in such offerings by Investor or its Affiliates pursuant to Section 7 of the Investor Rights Agreement.

(p) “ General Meeting ” means the 2012 annual general meeting of the shareholders of the Company currently scheduled to take place on the date provided in the Company Proxy Statement at Citco (Bermuda) Limited, Mintflower Place, 4 th Floor, 8 Par-La-Ville Road, Hamilton, HM 08 Bermuda at 10 a.m. or any postponement or adjournment thereof.

(q) “ Governmental Approvals ” means any Consent of, made with or obtained from, any Governmental Entity.

(r) “ Governmental Entity ” means any nation or government or multinational body, any state, agency, commission, or other political subdivision thereof or any entity (including a court) exercising executive, legislative, judicial or administration functions of or pertaining to government, any stock exchange or self-regulatory entity supervising, organizing and supporting any stock exchange.

(s) “ Group Cap End Date ” means the date that is 61 days after the date on which the number of outstanding shares of Class A Common Stock owned by Investor, when aggregated with the outstanding shares of Class A Common Stock of any group (as this term is used in Section 13(d)(3) of the Exchange Act) that includes Investor and any of its Affiliates, would not result in Investor being a beneficial owner (as this term is used in Section 13(d)(3) of the Exchange Act) of more than 49.9% of the outstanding shares of Class A Common Stock of the Company.

(t) “ Investor Rights Agreement ” means that certain Investor Rights Agreement, by and among the Company, Ronald S. Lauder, RSL Savannah LLC, RSL Investment LLC, RSL Investments Corporation, and an Affiliate of Investor, dated as of May 18, 2009, as amended.

(u) “ Investor Rights Amendment ” means the amendment to the Investor Rights Agreement attached hereto as Exhibit A .

(v) “ Laws ” means all laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees.

(w) “ Material Adverse Effect ” or “ Material Adverse Change ” means, with respect to the Company, any effect, event, development or change that, individually or together with any other event, development or change, is or is reasonably expected to (A) be materially adverse to the business, assets, results of operations or financial condition of the Company and the Company’s Subsidiaries, taken as a whole or (B) prevent or materially impair or materially delay the ability of the Company to consummate the transactions contemplated by the Company Agreements or to otherwise perform its obligations under the Company Agreements; provided , however , that in no event shall any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been, a Material Adverse Effect or a Material Adverse Change: (a) a change in the market price or trading volume of the Class A Common Stock (provided that the underlying changes, events, occurrences, state of facts or developments that caused or contributed to any such change may otherwise be taken into consideration in determining whether a Material Adverse Effect or Material Adverse Change has occurred); (b) (i) changes in conditions in the global economy, the economies of the countries in which the Company and the Company’s Subsidiaries operate or the capital or financial markets generally, including changes in exchange rates; (ii) changes in applicable Laws (provided that such changes in Laws do not result in the cancellation of any broadcast license(s) or franchise(s) to which the Company or any of its Subsidiaries is a party or by which any of their properties or assets are bound the cancellation of which would be material as indicated therein) or national or international political conditions (including hostilities or terrorist attack); or (iii) changes generally affecting the industry in which the Company and the Company’s Subsidiaries operate; in each case with respect to clauses (i), (ii) and (iii), to the extent such changes or developments referred to therein do not have a disproportionate impact on the Company and its Subsidiaries, taken as a whole, relative to other industry participants; (c) changes in United States generally accepted accounting principles or other accounting principles after the date hereof; (d) the negotiation, execution, announcement or pendency of this Agreement or the transactions contemplated hereby or the consummation of the transactions contemplated by this Agreement, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, vendors, lenders, mortgage brokers, investors, venture partners or employees, to the extent such changes or developments can be directly attributed to the announcement or performance of the Company Agreements and the transactions contemplated thereby; (e) natural disasters; (f) any affirmative action knowingly taken by Investor that could reasonably be expected to give rise to a Material Adverse Effect (without giving effect to this clause (f) in the definition thereof); (g) any action taken by the Company at the request or with the express consent of Investor; and (h) with respect to Section ‎ 5.2(b) only, any adverse effect, event, development or change to the business, results of operations or financial condition of the Company or the Company’s Subsidiaries that is cured before the Subscription Closing Date.

(x) “ Net Proceeds ” means the gross cash proceeds received in a financing transaction, less commissions, advisor fees, filing fees and other reasonable transaction fees and expenses.

(y) “ Option Expiration Date ” shall be the 8th Business Day following the 180th day after the Loan Disbursement Date.

(z) “ Option Shares ” shall mean a number of shares of Class A Common Stock equal to a number calculated as (a) the principal amounts due under the Time Warner Loans outstanding on the Company Option Closing Date or the Investor Option Closing Date, plus any accrued and unpaid interest (calculated up to and including the day prior to the Company Option Closing Date or the Investor Option Closing Date), fees and penalties, divided by (b) the TW Purchase Price, with the number of shares of Class A Common Stock determined pursuant to such calculation rounded down to the nearest whole number.

(aa) “ Outside Date ” means the date 180 days after the date hereof.

(bb) “ Person ” means any individual, corporation, partnership, limited liability company, association or trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

(cc) “ Proceeds Cap ” means an amount of Net Proceeds equal to the lesser of (i) $300,000,000 and (ii) two times (2.0x) the principal amount of Time Warner Loans as of the initial drawing of each tranche thereunder.

(dd) “ Relevant Equity Securities ” means (i) outstanding shares or other equity interests (including the shares of Class A Common Stock and Class B Common Stock) of the Company and (ii) options, warrants or other securities that are directly or indirectly convertible into, or exercisable or exchangeable for, shares or other equity interests of the Company; provided , that shares of Class A Common Stock into which the outstanding 2013 Notes and 2015 Notes are convertible shall not be included in Relevant Equity Securities.

(ee) “ Requisite Vote ” means the approval of (i) an increase in the number of shares of Class A Common Stock which the Company is authorized to issue to at least 200,000,000 and (ii) the transactions contemplated hereby and by the RSL Subscription Agreement, including the issuance of the Shares to Investor and shares of Class A Common Stock under the RSL Subscription Agreement, in each case by a majority of the votes cast by the holders of the Class A Common Stock and the Class B Common Stock entitled to vote thereon, voting together as a single class.

(ff) “ RSL Conversion Notice ” means a notice from RSL Investments Corporation and its Affiliates electing to convert their shares of Class B Common Stock to shares of Class A Common Stock, substantially in the form attached hereto as Exhibit B .

(gg) “ RSL Registration Rights Agreement ” means that certain Registration Rights Agreement, by and between the Company, RSL Capital LLC and Ronald S. Lauder, dated as of the date hereof.

(hh) “ RSL Subscription Agreement ” means that certain Subscription Agreement by and between the Company, RSL Capital LLC and Ronald S. Lauder, dated as of the date hereof.

(ii) “ SEC ” means the United States Securities and Exchange Commission and any successor United States federal agency or governmental authority having similar powers.

(jj) “ Security ” means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

(kk) “ Series A Convertible Preferred Share ” means the share of the Preferred Stock of the Company that is designated and issued pursuant to Section 2.5 hereof and is automatically convertible into a number of shares of Class A Common Stock on the Group Cap End Date, which share shall be entitled to one vote for each share of Class A Common Stock into which such share is convertible and have such other rights as are set forth on Schedule 8.1 attached hereto.

(ll) “ Side Letter ” means that certain letter agreement between the Company and the Investor dated the date hereof.

(mm) “ Standstill Cap ” means the amount of voting securities of the Company that would cause Investor, together with Affiliates of Investor to become the beneficial owner (as this term is used in Section 13(d)(3) of the Exchange Act), directly or indirectly, of more than 49.9% of the outstanding voting securities of the Company.

(nn) “ Subsidiary ” means, with respect to any Person, another Person of which 50% or more of the voting power of the equity securities or equity interests is owned, directly or indirectly, by such Person.

(oo) “ TW Conversion Notice ” means a notice from the Investor electing to convert its shares of Class B Common Stock to shares of Class A Common Stock, substantially in the form attached hereto as Exhibit C .

(pp) “ TW Registration Rights Agreement ” means that certain Registration Rights Agreement, by and between the Company and an Affiliate of Investor, dated as of May 18, 2009, as amended.

(qq) “ Voting Agreement ” means that certain Irrevocable Voting Deed and Corporate Representative Appointment, by and among RSL Savannah LLC, an Affiliate of Investor and the Company, dated as of May 18, 2009, as amended.

8.2. Notices . All notices, consents, requests, instructions, approvals and other communications provided for in this Agreement shall be in writing and shall be deemed validly given upon personal delivery or one day after being sent by overnight courier service or if sent by facsimile, to the extent transmitted by 3:00 pm (local time of recipient) on a Business Day, will be deemed to have been received on that Business Day, and if transmitted by facsimile after 3:00 pm (local time of the recipient) on a Business Day or any other day, then on the Business Day next following the day of transmittal (so long as for notices or other communications sent by facsimile, the transmitting facsimile machine records electronic conformation of the due transmission of the notice), at the following address or facsimile number, or at such other address or facsimile number as a party may designate to the other parties:

if to the Company, to:

Central European Media Enterprises Ltd.

c/o CME Media Services Ltd.

Kříženeckého náměstí 1078/5

152 00 Prague 5 - Barrandov

Czech Republic

Facsimile: +420-242-464-483

Attention: Legal Counsel

with a copy to (which shall not constitute notice):

Dewey & LeBoeuf LLP

1301 Avenue of the Americas

New York, NY 10019

Attention: Jeffrey A. Potash

Eric W. Blanchard

Christopher P. Peterson

Facsimile: (212) 259-6333

if to Investor, to:

Time Warner Media Holdings B.V.

c/o Time Warner Inc.

One Time Warner Center

New York, NY 10019

Attention: General Counsel

Facsimile: (212) 484-7167

with copies to (which shall not constitute notice):

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

Attention: William H. Gump

Thomas Mark

Facsimile: (212) 728-8111

8.3. Amendment . This Agreement may be amended, modified or supplemented only by a written instrument executed by each of the parties hereto.

8.4. Assignment . Except as permitted herein, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assignable or otherwise transferable by either party hereto (whether by operation of Law or otherwise) without the prior written consent of the other party hereto; provided , however , that Investor shall be entitled to assign its rights and obligations hereunder to an Affiliate, provided such Affiliate agrees to be bound by the terms hereof and those of the TW Registration Rights Agreement and the Investor Rights Agreement.

8.5. Applicable Law; Consent to Jurisdiction .

(a) THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK, NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (EACH, A “ NEW YORK COURT ”), AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND APPELLATE COURTS FROM ANY THEREOF. EACH PARTY HERETO HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF TO SUCH PARTY BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO SUCH PARTY AT ITS ADDRESS SPECIFIED IN SECTION ‎ 8.2 . THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS , WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.

8.6. Waiver of Jury Trial . EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT MAKES SUCH WAIVER VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER IN THIS SECTION ‎ 8.6 .

8.7. Specific Performance . The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms of were otherwise breached. It is accordingly agreed that the parties shall be entitled to, in addition to the other remedies provided herein, specific performance of this Agreement and to enforce specifically the terms and provisions of this Agreement in any New York Court in addition to the other remedies to which such parties are entitled.

8.8. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. This Agreement, once executed by a party, may be delivered to the other parties hereto by facsimile or electronic transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

8.9. Expenses . Each party will be responsible for its own fees and expenses related to this Agreement and the transactions contemplated hereby.

8.10. Successors and Assigns . This Agreement shall inure to the benefit of the parties, and shall be binding upon the parties and their respective successors, permitted assigns, heirs and legal representatives.

8.11. No Third Party Beneficiaries . Nothing in this Agreement will confer any rights upon any person, other than Indemnified Persons with respect to Article VI, that is not a party or a successor or permitted assignee of a party to this Agreement.

8.12. Entire Agreement . This Agreement, together with the Company Agreements, contain the entire agreement of the parties with respect to the subject matter hereof and supersede all other prior agreements, understandings, statements, representations and warranties, oral or written, express or implied, between the parties and their respective Affiliates, representatives and agents in respect of such subject matter.

8.13. Construction . Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine, and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Exhibits and Annexes are to exhibits and annexes attached hereto, each of which is made a part hereof for all purposes. Where any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision will be applicable whether such action is taken directly or indirectly by such Person, including actions taken by or on behalf of any Affiliate of such Person. All accounting terms used herein and not otherwise defined herein will have the meanings accorded them in accordance with U.S. generally accepted accounting principles and, except as expressly provided herein, all accounting determinations will be made in accordance with such accounting principles in effect from time to time. Unless the context otherwise requires: (i) a reference to a document includes all amendments, restatements or supplements to, or replacements or novations of, that document; (ii) the use of the terms “include” and “including” mean “include, without limitation” and “including, without limitation”, respectively; (iii) the word “or” shall be disjunctive but not exclusive; (iv) unless expressly provided otherwise, the measure of a period of one month or year for purposes of this Agreement shall be that date of the following month or year corresponding to the starting date; provided , that if no corresponding date exists, the measure shall be that date of the following month or year corresponding to the next day following the starting date (for example, one month following February 18 is March 18, and one month following March 31 is May 1); and (v) a reference to a statute, regulations, proclamation, ordinance or by-law includes all statutes, regulations, proclamation, ordinances or by-laws amending, consolidating or replacing it, whether passed by the same or another Governmental Entity with legal power to do so, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under the statute. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

8.14. Descriptive Headings . The headings of the articles, sections and subsections of this Agreement are inserted for convenience of reference only and shall not be deemed to constitute a part hereof or affect the interpretation hereof.

8.15. Severability . Every term and provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such term or provision will be enforced to the maximum extent permitted by law and, in any event, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

	CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.


	By:	/s/ David Sach
		Name: David Sach
		Title: Chief Financial Officer

[Subscription and Equity Commitment Agreement – Signature Page]

	TIME WARNER MEDIA HOLDINGS B.V.


	By:	/s/ Steven Kapner
		Name: Steven Kapner
		Title: Director

[Subscription and Equity Commitment Agreement – Signature Page (cont.)]

Ex. 10.3

[TW Letterhead]

April 30, 2012

Central European Media Enterprises Ltd.

c/o CME Media Services Ltd.

Kříženeckého náměstí 1078/5

152 00 Prague 5 - Barrandov

Czech Republic

Ladies and Gentlemen:

Reference is made herein to the Investor Rights Agreement (as amended, the “ Investor Rights Agreement ”), dated as of May 18, 2009, by and among Ronald S. Lauder, RSL Savannah LLC, RSL Investment LLC, RSL Investments Corporation, RSL Capital LLC, Central European Media Enterprises Ltd. (the “ Company ”) and the undersigned. Capitalized terms used in this letter agreement without definition shall, unless otherwise specified below, have the meanings ascribed to them in the Investor Rights Agreement.

We understand that the Company may conduct one or more offerings of Proposed Securities. This letter agreement defines the exercise of certain preemptive rights set forth in Section 7 of the Investor Rights Agreement (as modified by the terms hereof, the “ Preemptive Rights ”) with respect to such offerings of Proposed Securities.

We have entered into a Subscription and Equity Commitment Agreement, dated as of the date hereof (the “ Subscription Agreement ”), with the Company pursuant to which we have agreed, among other things, to purchase Class A Common Shares for cash in such amounts as would increase our percentage ownership of the Company’s outstanding Relevant Equity Securities (as defined in the Subscription Agreement) to 40% (the “ Subscription Shares ”) at a price per share of $7.51 (the “ TW Purchase Price ”), subject to certain conditions to closing contained therein. In addition, an affiliate of ours has entered into a Term Loan Facilities Credit Agreement, dated as of the date hereof (the “ Facility Agreement ”), with the Company pursuant to which it has agreed to make certain loans to the Company (the “ Time Warner Loans ”).

In consideration of the mutual covenants and promises contained herein and in the Subscription Agreement and the Facility Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. We hereby agree to exercise the Preemptive Rights, in the manner described in this letter agreement, with respect to:

issuances of Class A Common Shares by the Company in exchange for certain of the Company’s outstanding convertible debt securities (each, an “ Exchange Transaction ”); and

issuances of Class A Common Shares in public or private offerings for cash (each, an “ Equity Offering ”).

2. Following the first drawing of the Time Warner Loans by the Company (the “ Loan Disbursement Date ”), payment for the Class A Common Shares to be purchased pursuant to the Preemptive Rights exercised hereunder (the “ Shares ”) may be satisfied by evidence of the cancellation of all or a portion of the outstanding principal amount and accrued interest (calculated up to and including the day prior to the closing of the applicable Exchange Transaction or Equity Offering), penalties and/or fees on the Time Warner Loans in an amount equal to the number of Shares to be purchased by us, multiplied by the relevant purchase price for such Shares, as determined pursuant to Paragraphs 3 and 4 below. Payment will be satisfied upon our providing to the Company a statement evidencing such cancellation, setting forth the amount of the Time Warner Loans and accrued interest (calculated up to and including the day prior to the closing of the applicable Exchange Transaction or Equity Offering), penalties and/or fees to be cancelled and the number of Shares to be issued and the corresponding purchase price for such Shares, which shall be countersigned by the Company upon its agreement with the calculations.

3. In the event the Company agrees to issue Class A Common Shares in an Exchange Transaction or Equity Offering at an offering price that is lower than the TW Purchase Price:

to the extent we may deliver evidence of the cancellation by us or one of our Affiliates of an amount of the Time Warner Loans pursuant to Paragraph 2 in payment of all or a portion of the purchase price for Shares, we shall purchase at the offering price the amount of Shares calculated in accordance with Section 7.1(b) of the Investor Rights Agreement (which calculation shall be made substituting “Relevant Equity Securities” for “Equity Securities” and assuming the percentage of Relevant Equity Securities we own is equal to at least 40%) in consideration of delivering such evidence; and

after the Time Warner Loans have been repaid in full, or if no Time Warner Loans are outstanding at such time, we shall have the option to purchase at the offering price, for cash, the amount of Shares calculated in accordance with Section 7.1(b) of the Investor Rights Agreement (which calculation shall be made substituting “Relevant Equity Securities” for “Equity Securities” and assuming the percentage of Relevant Equity Securities we own is equal to at least 40%).

4. In the event the Company agrees to issue Class A Common Shares in an Exchange Transaction or Equity Offering at an offering price that is equal to or greater than the TW Purchase Price:

to the extent we may deliver evidence of the cancellation by us or one of our Affiliates of an amount of the Time Warner Loans pursuant to Paragraph 2 in payment of all or a portion of the purchase price for Shares, we shall purchase at the TW Purchase Price the amount of Shares calculated in accordance with Section 7.1(b) of the Investor Rights Agreement (which calculation shall be made substituting “Relevant Equity Securities” for “Equity Securities” and assuming the percentage of Relevant Equity Securities we own is equal to at least 40%) in consideration of delivering such evidence; and

after the Time Warner Loans have been repaid in full, or if no Time Warner Loans are outstanding at such time, we shall have the option to purchase in connection with an Equity Offering at the offering price, and in an Exchange Transaction at the TW Purchase Price, for cash, the amount of Shares calculated in accordance with Section 7.1(b) of the Investor Rights Agreement (which calculation shall be made substituting “Relevant Equity Securities” for “Equity Securities” and assuming the percentage of Relevant Equity Securities we own is equal to at least 40%).

5. With respect to the Exchange Transactions, we hereby waive the Company’s obligations under Section 7.1(a) of the Investor Rights Agreement to provide prior written notices regarding Exchange Transactions that occur during the term of this letter agreement. Prior to any Equity Offering that is not subject to the conditions of Section 7.3 of the Investor Rights Agreement (a “ Private Equity Offering ”), the Company shall provide written notice to us no less than three (3) business days prior to the commencement of marketing efforts with respect to such Private Equity Offering describing the type of transaction and anticipated size of the offering. Within one (1) business day following the completion of any Exchange Transaction or Private Equity Offering, the Company shall provide us with the offering price, the number of Class A Common Shares issued in the Exchange Transactions or Private Equity Offering, as the case may be, copies of all agreements relating to such Exchange Transactions or Private Equity Offering, as the case may be, together with a certificate executed by an officer of the Company certifying that such agreements and transaction details are true and correct, and such other documentation or information as we may reasonably request in order to evaluate the Exchange Transactions or Private Equity Offering.

6. The issuance of Shares shall occur as promptly as reasonably practicable following the closing of the respective Exchange Transaction or Equity Offering and the delivery to us of the information and documents contemplated by paragraph 5 above. Notwithstanding the foregoing, to the extent an Exchange Transaction or an Equity Offering closing occurs prior to the Company’s General Meeting (as defined in the Subscription Agreement), the issuance of the Shares will occur on the earlier of (a) five (5) business days after the General Meeting and (b) the date of the closing of issuance and sale of the Subscription Shares, but immediately prior to the issuance thereof. For the avoidance of doubt, in connection with an Equity Offering, the Shares to be purchased by us pursuant to the terms hereof shall be a portion of the Equity Securities offered by the Company in such Equity Offering. In connection with our purchase of Shares in any non-Private Equity Offering, we shall enter into customary lock-up agreements and registration rights waivers as any managing underwriter of such non-Private Equity Offering may reasonably request.

7. We acknowledge our understanding that the offering and sale of Shares pursuant to the Preemptive Rights are intended to be exempt from registration under the Securities Act; provided, however, that in the case of an Equity Offering that is conducted pursuant to a registration statement under the U.S. Securities Act of 1933, as amended, the Company may request that we purchase the shares to be sold to us in such Equity Offering under such registration statement. We qualify as an accredited investor within the meaning of Regulation D promulgated under the Securities Act. The Shares shall bear the restrictive legends contained in Section 4.1 of the Subscription Agreement.

8. We hereby waive any Preemptive Rights with respect to issuance of Class A Common Shares by the Company in connection with the transactions contemplated by the Subscription Agreement and the issuance of 2,000,000 Class A Common Shares to RSL Capital LLC (the “ RSL Shares ”) pursuant to a subscription agreement with the Company, dated as of the date hereof (the “ Subscription Transactions ”) in the event that the issuance and sale of the RSL Shares to RSL Capital LLC occurs on or after the issuance and sale to us of the Class A Common Shares pursuant to the Subscription Agreement; provided, however, that such waiver shall not limit the inclusion of such Class A Common Shares as outstanding Relevant Equity Securities when calculating our rights to acquire shares hereunder or pursuant to the Subscription Agreement (i.e. in calculating the 40% ownership threshold), and hereby further waive the Company’s obligations under Section 7.1 of the Investor Rights Agreement to provide prior written notices regarding the Subscription Transactions.

9. This letter agreement will be terminated and will be of no further effect on the Outside Date, in the event no Time Warner Loans have been drawn on or before such date, or the earlier of the date that is 180 days following the Loan Disbursement Date and the date that all Time Warner Loans have been repaid in full; provided, however, that with respect to Exchange Transactions at a price equal to or greater than the TW Purchase Price, this letter agreement shall not terminate upon repayment of the Time Warner Loans in full.

10. Subject to the foregoing, our obligations to purchase Shares in connection with any Exchange Transactions or Equity Offerings are binding, and, except as may be modified by the foregoing terms, all terms and conditions of the Investor Rights Agreement will apply to our purchase.

11. By countersigning below, you acknowledge and agree to the terms herein.

[Signature Page Follows]

	Sincerely,

	TIME WARNER MEDIA HOLDINGS B.V.


	By:	/s/ Steven Kapner
		Name: Steven Kapner
		Title: Director

[Preemptive Rights Letter Agreement – Signature Page]

Acknowledged and Agreed:

CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.

By:	/s/ David Sach
	Name: David Sach
	Title: Chief Financial Officer

[Preemptive Rights Letter Agreement – Signature Page (cont.)]

Acknowledged and Agreed:

RSL SAVANNAH LLC


By:	/s/ Ronald S. Lauder
	Name: Ronald S. Lauder
	Title: Sole Member

RSL CAPITAL LLC


By:	/s/ Ronald S. Lauder
	Name: Ronald S. Lauder
	Title: Sole Member and President

RSL INVESTMENTS CORPORATION


By:	/s/ Ronald S. Lauder
	Name: Ronald S. Lauder
	Title: Chairman

/s/ Ronald S. Lauder

Ronald S. Lauder

[Preemptive Rights Letter Agreement – Signature Page (cont.)]

Ex. 10.4

SUBSCRIPTION AGREEMENT

BY AND AMONG

CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.,

RONALD S. LAUDER

AND

RSL CAPITAL LLC

DATED AS OF APRIL 30, 2012

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT (this “ Agreement ”), dated as of April 30, 2012, by and among Ronald S. Lauder, RSL Capital LLC, a New York limited liability company (“ Investor ”), and Central European Media Enterprises Ltd., a Bermuda company (the “ Company ”). Capitalized terms used in this Agreement have the meaning set forth in Section 7.1 .

RECITALS

WHEREAS, the Company intends to repurchase certain of its outstanding debt (the “ Repurchases ”) for cash and/or newly issued shares of the Company’s Class A Common Stock, par value $0.08 per share (the “ Class A Common Stock ”), in one or more transactions, which may involve the commencement of a tender offer, privately negotiated transactions, open market repurchases and exchanges of newly issued securities of the Company for outstanding convertible debt securities conducted pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “ Securities Act ”);

WHEREAS, Investor has agreed to purchase from the Company newly issued Class A Common Stock pursuant to this Agreement, the proceeds of which shall be used to fund Repurchases;

WHEREAS, in connection with the contemplated purchase of Class A Common Stock by Investor under this Agreement, the Company, Ronald S. Lauder, RSL Savannah LLC, RSL Investments Corporation, Investor and Time Warner Media Holdings B.V. (“ TW ”) intend to amend the terms of the Investor Rights Agreement;

WHEREAS, TW and the Company have entered into the TW Commitment Agreement, pursuant to which the Company has agreed, among other things, to sell to TW the TW Subscription Shares to fund, in part, Repurchases; and

WHEREAS, in connection with the contemplated purchase of Class A Common Stock by Investor, the RSL Investors (as defined in the Investor Rights Agreement) and the Company shall enter into a registration rights agreement substantially in the form attached hereto as Exhibit A (the “ Registration Rights Agreement ”).

ARTICLE I

PURCHASE OF SHARES

1.1. Purchase of Shares . Upon the terms and subject to the conditions set forth herein, Investor hereby subscribes for and agrees to purchase, and the Company agrees to issue and sell to Investor, two million (2,000,000) shares of Class A Common Stock (the “ Shares ”) at a price per share of $7.51 (the “ RSL Purchase Price ”) totaling aggregate proceeds to the Company of $15,020,000 (the “ Proceeds ”). The Proceeds shall be paid in full in immediately available funds at the Closing (as defined below).

1.2. Closing .

(a) Subject to the satisfaction or waiver of each of the conditions set forth in ARTICLE IV, unless this Agreement shall have been terminated pursuant to its terms, the closing of the purchase and sale of the Shares (the “ Closing ”) shall take place at the offices of Dewey & LeBoeuf LLP, 1301 Avenue of the Americas, New York, New York 10019 on the later of (i) the date of the closing of the purchase of the TW Subscription Shares, and (ii) the satisfaction or waiver of the conditions set forth in ARTICLE IV (excluding conditions that, by their nature, cannot be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) or at such date and time as the parties may agree to in writing (the “ Closing Date ”).

(b) On the Closing Date, (a) the Company shall deliver to Investor (i) a certificate representing the Shares to be purchased on such date, registered in Investor’s name and bearing legends substantially in the form set forth herein against payment by or on behalf of Investor of the Proceeds by wire transfer in immediately available funds to the account designated by the Company and shall register Investor in its register of shareholders as the holder of such Shares and (ii) all other documents and certificates required to be delivered to Investor pursuant to Section 4.2 ; and (b) Investor shall deliver all documents and certificates required to be delivered to the Company pursuant to Section 4.3 .

1.3. Adjustment of the Shares . The number of Shares to be purchased by Investor at the Closing pursuant to Sections 1.1 and 1.2 and the RSL Purchase Price shall be proportionately adjusted for any subdivision or combination (by stock split, reverse stock split, dividend, reorganization, recapitalization or otherwise) of the Class A Common Stock that occurs during the period between the date hereof and the Closing Date.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

2.1. Representations and Warranties of the Company . As of the date of this Agreement and the Closing Date, the Company represents and warrants to Investor as follows:

(b) Shares . When the certificates evidencing the Shares have been delivered to Investor against payment therefor as provided in this Agreement, the Shares will be validly issued, fully paid and non-assessable shares of the Company, free and clear of any and all security interests, pledges, liens, charges, claims, options, restrictions on transfer, preemptive or similar rights, proxies and voting or other agreements, or other encumbrances of any nature whatsoever, other than restrictions on transfer imposed by federal or state securities Laws and the Company’s Bye-laws, and the rights and restrictions contemplated by the Company Agreements and the Voting Agreement. Assuming the accuracy of all representations and warranties of Investor set forth in Section 2.2, the offer and issuance by the Company of the Shares is exempt from registration under all applicable securities Laws, including the Securities Act and “blue sky” laws.

(c) Authorization, Execution and Delivery and Enforceability . The Company has all requisite corporate power and corporate authority to enter into and to perform its obligations under the Company Agreements, to consummate the transactions contemplated hereby and thereby and to issue the Shares in accordance with the terms thereof. The execution and delivery of the Company Agreements by the Company, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action on the part of the Company, including, without limitation, a special committee of the Company’s board of directors comprised of directors independent from Investor and TW. Each of the Company Agreements has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or similar Laws in effect which affect the enforcement of creditor’s rights generally or (b) general principles of equity, whether considered in a proceeding at Law or in equity.

(d) Capitalization . As of the date of this Agreement, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Class A Common Stock, of which 56,892,114 shares are issued and outstanding, (ii) 15,000,000 shares of Class B Common Stock, par value $0.08 per share, of which 7,516,936 shares are issued and outstanding and (iii) 5,000,000 shares of preferred stock, $0.08 par value, of the Company, of which no shares have been designated or are outstanding. All of the issued and outstanding shares of the Company’s capital stock are duly and validly authorized and issued and are fully paid and nonassessable. Except as disclosed in the Company Reports filed prior to the date hereof or as contemplated by the Company Agreements, the TW Agreements and the Investor Rights Agreement, no stockholder of the Company is entitled to any preemptive or similar rights to subscribe for shares of the Company and no stockholder of the Company has any rights, contractual or otherwise, to designate members of the Company’s Board of Directors. Except as disclosed in the Company Reports filed prior to the date hereof or as contemplated by the Company Agreements, the TW Agreements and the TW Registration Rights Agreement, the Company is not a party to any stockholder, voting or other agreements relating to the rights and obligations of the Company’s stockholders. Except as disclosed in the Company Reports filed prior to the date hereof or as contemplated by the Company Agreements and the TW Registration Rights Agreement, no Person has the right to require the Company to register any securities for sale under the Securities Act.

(e) Subsidiaries . Except as disclosed in the Company Reports, (i) none of the Company or any of its Subsidiaries has issued or is bound by any outstanding subscriptions, options, warrants, calls, convertible or exchangeable securities, rights, commitments or agreements of any character providing for the issuance or disposition of any shares of capital stock, voting securities or equity interests of any Subsidiary of the Company, and (ii) there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock, voting securities or equity interests (or any options, warrants or other rights to acquire any shares of capital stock, voting securities or equity interests) of any Subsidiary of the Company (other than any such obligation to the Company or any Subsidiary of the Company arising from time to time in connection with any internal restructuring or reorganizations of the Company’s Subsidiaries).

(f) No Conflicts . Neither the execution and delivery by the Company of this Agreement, the other Company Agreements and the TW Agreements nor the performance by the Company of any of its obligations under this Agreement, the other Company Agreements and the TW Agreements, nor the consummation of the transactions contemplated hereby and thereby, will violate, conflict with, result in a breach, or constitute a default (with or without notice or lapse of time or both) under, give to others any rights of consent, termination, amendment, acceleration or cancellation of, (i) any provision of the governing documents of the Company or its Subsidiaries, (ii) the material broadcast licenses or franchises to which the Company or any of its Subsidiaries is a party or by which any of their properties or assets are bound, (iii) any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, contract, instrument, permit or concession to which the Company or any of its Subsidiaries is a party or by which any of their properties or assets are bound, or (iv) any Law applicable to the Company or its Subsidiaries or to their properties or assets, except, with respect to clauses (ii), (iii) and (iv) above, to the extent that any of the foregoing would not have a Material Adverse Effect.

(g) Consents and Approvals . Except for such Consents and Governmental Approvals that have been previously received and the Requisite Vote, no Consent or Governmental Approval is required on the part of the Company or, in the case of Investor, in Bermuda or as a result of the Company being listed on the Prague Stock Exchange or, to the Company's knowledge, pursuant to the European Commission Council Regulation on the control of concentrations between undertakings (the EC Merger Regulation) or any Laws regulating the ownership of broadcasting assets in the Czech Republic, Slovakia, Romania, Croatia, Bulgaria and Slovenia, in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

(h) Company Reports . The Company has timely filed all Company Reports. As of their respective dates, the Company Reports complied in all material respects with the requirements of the Securities Exchange Act of 1934 (the “ Exchange Act ”) or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder, and none of the Company Reports, including any financial statements or schedules included or incorporated by reference therein (the “ Financial Statements ”), at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Financial Statements and the related notes have been prepared in accordance with accounting principles generally accepted in the United States, consistently applied, during the periods involved (except (i) as may be otherwise indicated in the Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes, may be condensed or summary statements or may conform to the SEC’s rules and instructions for Quarterly Reports on Form 10-Q) and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

(l) No Litigation . There are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Entity or in arbitration now pending against, or to the knowledge of the Company threatened against, the Company or any of its Subsidiaries or any business, property, officers, directors or rights of any such Person relating to the issuance by the Company of the Shares or the other transactions contemplated by this Agreement, the other Company Agreements or the TW Agreements or that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(m) Compliance with Law . The Company and its Subsidiaries are in compliance in all material respects with all applicable Laws, including, as applicable, in compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended. The Company represents and warrants that (i) since April 1, 2007, the Company has not, (ii) since the later of April 1, 2007 and the time a Subsidiary became a Subsidiary, each Subsidiary has not, and (iii) to the Company’s knowledge, each director, officer, agent, employee or other Person authorized to act on behalf of the Company or any of its Subsidiaries, in the course of its actions for, or on behalf of, the Company or any of its Subsidiaries has not, 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. No director, officer, agent, or senior manager of the Company is, to the knowledge of the Company after reasonable due diligence, a foreign or domestic government official or employee, except for such an official or employee in a governmental position that has no relevance to the business of the Company. The Company makes no representation in this paragraph with respect to Ronald S. Lauder or the directors of the Company who are RSL Related Persons.

(o) TW Agreements . The Company has provided Investor with true and complete copies of the TW Agreements in the forms to be executed and delivered by the parties thereto.

2.2. Representations and Warranties of Investor . As of the date of this Agreement and the Closing Date, Investor represents and warrants to the Company as follows:

(a) Organization and Standing . Investor is duly organized, validly existing and in good standing under the laws of the State of Delaware. Investor has all requisite power and authority to enter into the Company Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. Ronald S. Lauder beneficially owns all of the equity interests in Investor.

(d) Financial Capability . At the Closing Date, Investor will have available funds necessary to consummate the Closing on the terms and conditions contemplated by this Agreement.

(e) Consents and Approvals . Except for (i) an amendment to its Schedule 13D and a Form 4, (ii) any Consents and Governmental Approvals that may be necessary pursuant to Bermuda law and (iii) the Consents and Governmental Approvals that have previously been received, no Consent or Governmental Approval is required on the part of Investor or its Affiliates in the United States in connection with the execution and delivery of the Company Agreements to which it is a party or the consummation of the transactions contemplated hereby or thereby. Except as publicly disclosed, none of Investor or any of its Affiliates is a party to any stockholder, voting or other agreements relating to the rights and obligations of the Company’s stockholders.

(i) Investor is an accredited investor within the meaning of Regulation D promulgated under the Securities Act and, if there should be any change in such status prior to the Closing Date, Investor will immediately inform the Company of such change;

(j) Irrevocable Proxy . Ronald S. Lauder, on behalf of TW and his Affiliates who own voting securities of the Company, has executed and delivered, and has caused to be executed and delivered, to the Company an irrevocable proxy substantially in the form of Exhibit B hereto (the “ Irrevocable Proxy ”) in respect of all voting securities of the Company, including Class B Common Stock, held by each of RAJ Family Partners, L.P., RSL Investments Corporation, and Ronald S. Lauder, and the 4,500,000 shares of Class B Common Stock held by an Affiliate of TW and 14,500,000 shares of Class A Common Stock held by TW, and a voting instruction letter in respect of 3,122,364 shares of Class A Common Stock held by TW, to vote at the Company’s General Meeting for proposals for (a) the amendment of the Company’s Bye-laws to increase the authorized share capital of the Company from $9.6 million to $17.6 million by increasing the number of authorized shares of Class A Common Stock from 100,000,000 shares to 200,000,000 shares, (b) the issuance of shares of Class A Common Stock in connection with this Agreement, the TW Commitment Agreement, the Investor Rights Amendment and the TW Side Letter, (c) the approval of an employee stock option exchange program, (d) the adoption of amendments to the Company’s Amended and Restated Stock Incentive Plan and (e) the appointment of Deloitte LLP as the independent registered public accounting firm for the Company in respect of the fiscal year ending December 31, 2012 and the authorization of the Board of Directors, acting through the Audit Committee, to approve their fee.

ARTICLE III

COVENANTS

3.1. Restrictive Legends .

The legend set forth above shall be removed and the Company shall issue a certificate without such legend and without cost to the holder of any such Shares upon which it is stamped, if such Shares are registered for sale under an effective registration statement filed under the Securities Act or if such Shares are proposed to be sold pursuant to an exemption from registration and the Company receives an opinion of counsel reasonably satisfactory to it with respect to compliance with such exemption.

(b) The Shares and any securities issued or issuable with respect to such Shares by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, going private, tender offer, amalgamation, change of control, other reorganization or otherwise, shall bear a restrictive legend in substantially the following form until the earlier of (i) such time as Investor Rights Agreement shall have been terminated or (ii) such time as such Shares (or the holder thereof) shall no longer be subject to the terms of Investor Rights Agreement (at which time such legend shall be removed and the Company shall issue a certificate without such legend and without cost to the holder of any such Shares upon which it is stamped):

3.2. Consents and Approvals .

(a) From and after the date hereof, the Company shall use commercially reasonable efforts to obtain, as promptly as practicable, any Consents and Governmental Approvals required on the part of the Company in connection with the transactions contemplated by the Company Agreements. The fees and expenses related to obtaining such Consents and Governmental Approvals on the part of the Company shall be paid by the Company.

(b) From and after the date hereof, Investor shall use commercially reasonable efforts to obtain, as promptly as practicable, any Consents and Governmental Approvals required on the part of Investor in connection with the transactions contemplated by the Company Agreements to which it is a party. The fees and expenses related to obtaining such Consents and Governmental Approvals on the part of Investor shall be paid by Investor, except as provided in Section 7.9.

3.3. Securities Laws . The Company shall timely make all filings and reports relating to the offer and sale of the Shares required under applicable securities Laws, including any “blue sky” laws of the states of the United States. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section.

3.4. Use of Proceeds . The proceeds received by the Company from the issuance and sale of the Shares shall be used by the Company to fund the Repurchases.

3.5. TW Agreement . The Company has provided Investor with true and complete copies of the TW Commitment Agreement and TW Loan Agreement in the forms to be executed and delivered by the parties thereto.

3.6. Irrevocable Proxy . None of Ronald S. Lauder or any of his Affiliates shall execute any proxy after the date hereof relating to the matters covered by the Irrevocable Proxy or take any other action that would result in the revocation of the Irrevocable Proxy. On behalf of himself and his Affiliates, Ronald S. Lauder hereby acknowledges and agrees that TW shall be deemed a third-party beneficiary of, and shall be entitled to enforce, this covenant.

3.7. Public Announcements . The Company agrees to provide to Investor a copy of any public release or announcement concerning this Agreement or the transactions contemplated hereby, within a reasonable time for Investor to review such public release or announcement prior to the issuance thereof.

ARTICLE IV

CONDITIONS TO THE CLOSING

4.1. Conditions to the Obligations of the Company and Investor . On or prior to the Closing Date, the obligations of the Company and Investor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver of the following conditions:

(a) No Injunction, etc. Consummation of the transactions contemplated hereby shall not have been restrained, enjoined or otherwise prohibited or made illegal by any applicable Law.

(b) Consents and Governmental Approvals . The parties shall have received all necessary Consents and Governmental Approvals.

4.2. Conditions to the Obligations of Investor . The obligation of Investor to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver by Investor on or prior to the Closing Date of the following conditions:

(a) Representations and Warranties . (i) The representations and warranties of the Company contained in this Agreement that are qualified as to materiality or Material Adverse Effect shall be true at and as of the date hereof and at and as of the Closing Date as if made at and as of such date (except, in each case, as to such representations and warranties made as of a specific date, which shall have been true at and as of such date) and (ii) the other representations and warranties of the Company contained in this Agreement and in any certificate or other writing delivered by the Company pursuant hereto shall be true in all material respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date (except, in each case, as to such representations and warranties made as of a specific date, which shall have been true at and as of such date), and Investor shall have received a certificate signed by an officer of the Company to the foregoing effect.

(b) Material Adverse Change . There shall not have been a Material Adverse Change from the date hereof to the Closing Date, and Investor shall have received a certificate signed by an officer of the Company to the foregoing effect.

(c) Performance of Obligations . The Company shall have performed and complied with, in all material respects, all of the obligations and conditions in this Agreement required to be performed or complied with by it on or prior to the Closing Date, and Investor shall have received a certificate signed by an officer of the Company to the foregoing effect.

(d) Issuance of Shares . The Company shall issue the Shares to Investor.

(e) Issuance of TW Subscription Shares . Prior to or contemporaneously with the issuance referenced in subsection (d) above, the Company shall issue the TW Subscription Shares to TW pursuant to the terms of the TW Commitment Agreement.

(f) NASDAQ Qualification . The Shares shall have been approved for listing on NASDAQ, subject to official notice of issuance. The Class A Common Stock shall not have been delisted on NASDAQ.

(g) Investor Rights Amendment . The Company and TW shall have executed and delivered the Investor Rights Amendment and it shall be in full force and effect.

(h) Registration Rights Agreement . The Company shall have executed and delivered the Registration Rights Agreement and it shall be in full force and effect.

(i) TW Loan Agreement . The Company and TW shall have executed and delivered the TW Loan Agreement and it shall be in full force and effect.

4.3. Conditions to the Obligations of the Company . The obligation of the Company to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver by the Company on or prior to the Closing Date of the following conditions:

(a) Representations and Warranties . (i) The representations and warranties of Investor contained in this Agreement that are qualified as to materiality shall be true at and as of the date hereof and at and as of the Closing Date as if made at and as of such date (except, in each case, as to such representations and warranties made as of a specific date, which shall have been true at and as of such date) and (ii) the other representations and warranties of Investor contained in this Agreement and in any certificate or other writing delivered by Investor pursuant hereto shall be true in all material respects at and as of the date hereof and at and as of the Closing Date as if made at and as of such date (except, in each case, as to such representations and warranties made as of a specific date, which shall have been true at and as of such date), and the Company shall have received a certificate signed by an authorized officer of Investor to the foregoing effect.

(b) Performance of Obligations . Investor shall have performed and complied with, in all material respects, all of the obligations and conditions in this Agreement required to be performed or complied with by it on or prior to the Closing Date (including in respect of Section 3.6), and the Company shall have received a certificate signed by an authorized officer of Investor to the foregoing effect.

(d) Issuance of TW Subscription Shares . The Company shall have issued the TW Subscription Shares to TW.

(e) Investor Rights Amendment . Ronald S. Lauder, Investor, RSL Savannah LLC, and RSL Investments Corporation shall have executed and delivered the Investor Rights Amendment.

(f) Conversion Notice . The Conversion Notice shall have been duly executed and delivered to the Company and be effective.

ARTICLE V

INDEMNIFICATION

5.1. Survival of Representations and Warranties . All representations and warranties under this Agreement shall survive the Closing until the expiration of one (1) year following the Closing Date. All agreements and covenants contained in this Agreement shall survive the closing indefinitely (except to the extent expressly provided in this Agreement).

5.2. Indemnification .

(a) Notwithstanding any investigation at any time made by or on behalf of Investor or any of Investor’s members, officers, directors, employees, agents, Affiliates and representatives (collectively with Investor, the “ Investor Indemnified Persons ”) or any knowledge (other than the actual knowledge (as demonstrated by the Company) of Ronald S. Lauder or any other directors of the Company who are RSL Related Persons, based on information contained in written materials provided to all similarly situated directors of the Company in the context of their role as directors) or information that any Investor Indemnified Person may now have or hereafter obtain, from and after the Closing Date, the Company shall indemnify, defend and hold harmless the Investor Indemnified Persons against, and shall compensate and reimburse such Investor Indemnified Persons for, any and all losses, liabilities, damages, diminution in value of the Shares (other than diminution in value of the Shares suffered or sustained in the case of any indemnity obligations solely pursuant to clause (iii)(x) of this Section 5.2(a)) and expenses, including all reasonable costs and expenses related thereto or incurred in enforcing this ARTICLE V (“ Losses ”) that any Investor Indemnified Person has suffered or sustained (regardless of whether or not such Losses relate to a third party claim) (i) arising directly from the breach of any of the representations or warranties of the Company contained in this Agreement, (ii) arising directly from the breach of any covenant or agreement of the Company contained in this Agreement, or (iii) arising directly from any action, suit, claim, proceeding or investigation instituted against such Investor Indemnified Person by any Governmental Entity, any holder of equity securities of the Company who is not an Affiliate of such Investor Indemnified Person, or any other Person (other than the Company) who is not an Affiliate of such Investor Indemnified Person relating to (x) this Agreement or the transactions contemplated by the Company Agreements (except to the extent such action resulted from a breach of such Investor Indemnified Person’s representations, warranties or agreements contained in any Company Agreement or any violations by such Investor Indemnified Person of state or federal securities laws or any conduct by such Investor Indemnified Person which constitutes fraud) or (y) such Investor Indemnified Person’s execution of the Irrevocable Proxy.

(b) From and after the Closing Date, and notwithstanding any investigation at any time made by or on behalf of the Company or any Company Indemnified Persons or any knowledge or information that the Company or any Company Indemnified Person may now have or hereafter obtain, Investor shall indemnify, defend and hold harmless the Company and its officers, directors, employees, agents and representatives (collectively, the “ Company Indemnified Persons ” and together with Investor Indemnified Persons, the “ Indemnified Persons ”) against, and will compensate and reimburse such Company Indemnified Persons for, any and all Losses that any Company Indemnified Person has suffered or sustained (regardless of whether or not such Losses relate to a third party claim) (i) arising from the breach of any of the representations or warranties of Investor contained in this Agreement or (ii) arising from the breach of any covenant or agreement of Investor contained in this Agreement and none of the Company Indemnified Persons shall be liable to Investor or any holder of equity securities of Investor for or with respect to any such Losses.

(c) The parties hereto hereby acknowledge and agree that for purposes of this ARTICLE V, in determining whether any representation or warranty has been breached and for purposes of determining the amount of Losses resulting therefrom, any and all “Material Adverse Effect,” “material adverse effect,” “materiality” and similar exceptions and qualifiers set forth in any such representations and warranties shall be disregarded. The parties hereto hereby further acknowledge and agree that any claim for indemnification made in writing in accordance with the terms of this ARTICLE V on or prior to the applicable expiration date with respect to any such claim as set forth herein shall survive the closing and any such applicable expiration date until the final resolution thereof.

(d) In the case of any claim asserted by an Indemnified Person under this Agreement, notice shall be given by such Indemnified Person to the party required to provide indemnification (the “ Indemnifying Party ”) promptly after such Indemnified Person has actual knowledge of any claim as to which indemnity may be sought, and the Indemnified Person shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any claim or any litigation resulting therefrom, provided that (i) counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Person, and the Indemnified Person may participate in such defense at such Indemnified Person’s expense and (ii) the failure of any Indemnified Person to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement, except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to give notice. Any settlement or compromise of such asserted claim by the Indemnifying Party shall require the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld, conditioned or delayed, provided that no such consent shall be required as long as it is solely a monetary settlement (that will be paid entirely by or on behalf of the Indemnifying Party) that provides a full release of the Indemnified Person with respect to such matter and does not contain an admission of liability on the part of the Indemnified Person and will not have an ongoing adverse affect on the business or operations of the Indemnified Person.

(e) Absent fraud, willful misconduct or gross negligence by the party against whom a remedy is sought, from and after the Closing, the sole and exclusive remedies with respect to any and all claims relating to the subject matter of this Agreement shall be (a) monetary damages in accordance with the indemnification provisions set forth in this ARTICLE V and (b) the remedies set forth in Section 7.7 .

(h) Any indemnification of an Indemnified Person by an Indemnifying Party pursuant to this ARTICLE V shall be effected by wire transfer of immediately available funds from the Indemnifying Party to an account designated by the Indemnified Person within fifteen (15) Business Days after the determination thereof.

ARTICLE VI

TERMINATION

6.1. Termination . This Agreement may be terminated at any time:

(a) by the mutual written consent of the Company and Investor;

(b) by either the Company or Investor if the Closing has not occurred on or before February 1, 2013, provided that the right to terminate this Agreement under this clause (b) will not be available to any party whose failure to fulfill in any material respect any obligation under this Agreement has been the cause of, or resulted in, the failure of such Closing to occur on or before such date;

(d) by Investor if the Company shall have materially breached the terms of this Agreement and such breach is not cured within twenty (20) Business Days after receiving notice thereof; or

(e) by the Company if Investor shall have materially breached the terms of this Agreement and such breach is not cured within twenty (20) Business Days after receiving notice thereof.

6.2. Effect of Termination . In the event that this Agreement is terminated under Section 6.1 , all further obligations of the parties under this Agreement, other than pursuant to this Section 6.2 and ARTICLE VII, and any indemnification obligations pursuant to Article V in respect of an Investor Indemnified Person’s execution of the Irrevocable Proxy, will be terminated without further liability of any party to any other party, provided that such termination will not relieve any party from liability for its breach of this Agreement prior to such termination.

ARTICLE VII

DEFINITIONS AND MISCELLANEOUS

7.1. Definitions . As used in this Agreement, the following capitalized terms have the respective meanings set forth below:

(a) “ Affiliate ” of any Person, means any other Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person; provided, that Investor and its Affiliates shall not be Affiliates of the Company for purposes of this Agreement. As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise).

(b) “ 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.

(d) “ Company Agreements ” means, collectively, this Agreement, the Investor Rights Agreement and the RSL Registration Rights Agreement.

(e) “ Company Reports ” means the reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act after January 1, 2011.

(f) “ Consents ” means any consent, approval, authorization, waiver, permit, grant, franchise, concession, agreement, license, certificate, exemption, order, registration, declaration, filing, report or notice of, with or to any Person.

(g) “ Conversion Notice ” means a notice from each of RSL Investments Corporation, RAJ Family Partners, L.P. and Ronald S. Lauder electing to convert their shares of Class B Common Stock to shares of Class A Common Stock, substantially in the form attached hereto as Exhibit C .

(h) “ General Meeting ” means the 2012 annual general meeting of the shareholders of the Company currently scheduled to take place on the date provided in the Company’s preliminary proxy statement with respect thereto at Citco (Bermuda) Limited, Mintflower Place, 4 th Floor, 8 Par-La-Ville Road, Hamilton, HM 08 Bermuda at 10 a.m. or any postponement or adjournment thereof.

(i) “ Governmental Approvals ” means any Consent of, made with or obtained from, any Governmental Entity.

(j) “ Governmental Entity ” means any nation or government or multinational body, any state, agency, commission, or other political subdivision thereof or any entity (including a court) exercising executive, legislative, judicial or administration functions of or pertaining to government, any stock exchange or self-regulatory entity supervising, organizing and supporting any stock exchange.

(k) “ Investor Rights Agreement ” means that certain Investor Rights Agreement, by and among the Company, Investor, Ronald S. Lauder, RSL Savannah LLC, RSL Investment LLC and TW, dated as of May 18, 2009, as amended by the Investor Rights Amendment and as it may further be amended from time to time.

(l) “ Investor Rights Amendment ” means the amendment to the Investor Rights Agreement in the form attached hereto as Exhibit D .

(m) “ Laws ” means all laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees.

(n) “ Material Adverse Effect ” or “ Material Adverse Change ” means, with respect to the Company, any effect, event, development or change that, individually or together with any other event, development or change, is or is reasonably expected to (A) be materially adverse to the business, assets, results of operations or financial condition of the Company and the Company’s Subsidiaries, taken as a whole or (B) prevent or materially impair or materially delay the ability of the Company to consummate the transactions contemplated by the Company Agreements or to otherwise perform its obligations under the Company Agreements; provided , however , that in no event shall any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been, a Material Adverse Effect or a Material Adverse Change: (a) a change in the market price or trading volume of the Class A Common Stock (provided that the underlying changes, events, occurrences, state of facts or developments that caused or contributed to any such change may otherwise be taken into consideration in determining whether a Material Adverse Effect or Material Adverse Change has occurred); (b) (i) changes in conditions in the global economy, the economies of the countries in which the Company and the Company’s Subsidiaries operate or the capital or financial markets generally, including changes in exchange rates; (ii) changes in applicable Laws (provided that such changes in Laws do not result in the cancellation of any broadcast license(s) or franchise(s) to which the Company or any of its Subsidiaries is a party or by which any of their properties or assets are bound the cancellation of which would be material as indicated therein) or national or international political conditions (including hostilities or terrorist attack); or (iii) changes generally affecting the industry in which the Company and the Company’s Subsidiaries operate; in each case with respect to clauses (i), (ii) and (iii), to the extent such changes or developments referred to therein do not have a disproportionate impact on the Company and its Subsidiaries, taken as a whole, relative to other industry participants; (c) changes in United States generally accepted accounting principles or other accounting principles after the date hereof; (d) the negotiation, execution, announcement or pendency of this Agreement or the transactions contemplated hereby or the consummation of the transactions contemplated by this Agreement, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, vendors, lenders, mortgage brokers, investors, venture partners or employees, to the extent such changes or developments can be directly attributed to the announcement or performance of the Company Agreements and the transactions contemplated thereby; (e) natural disasters; (f) any affirmative action knowingly taken by Investor that could reasonably be expected to give rise to a Material Adverse Effect (without giving effect to this clause (f) in the definition thereof); (g) any action taken by the Company at the request or with the express consent of Investor; and (h) with respect to Section 4.2(b) only, any adverse effect, event, development or change to the business, results of operations or financial condition of the Company or the Company’s Subsidiaries that is cured before the Closing Date.

(o) “ Person ” means any individual, corporation, partnership, limited liability company, association or trust or other entity or organization, including a Governmental Entity.

(p) “ Requisite Vote ” means the approval of (i) an increase in the number of shares of Class A Common Stock which the Company is authorized to issue and (ii) the transactions contemplated hereby and by the TW Agreements, including the issuance of the Shares, in each case by a majority of the votes cast by the holders of the Class A Common Stock and the Class B Common Stock entitled to vote thereon, voting together as a single class.

(q) “ RSL Registration Rights Agreement ” means that certain Registration Rights Agreement, by and between the Company and RSL Capital LLC, as amended.

(r) " RSL Related Persons " means (i) any employee of Investor or of any Affiliate of Investor and (ii) Kelli Turner and Eric Zinterhofer.

(s) “ SEC ” means the United States Securities and Exchange Commission and any successor United States federal agency or governmental authority having similar powers.

(t) “ Subsidiary ” means, with respect to any Person, another Person of which 50% or more of the voting power of the equity securities or equity interests is owned, directly or indirectly, by such Person.

(u) “ TW Agreements ” means the TW Commitment Agreement, the TW Loan Agreement and the TW Side Letter.

(v) “ TW Commitment Agreement ” means that certain Subscription and Equity Commitment Agreement, dated as of the date hereof, by and between the Company and TW.

(w) “ TW Loan Agreement ” means that Term Loan Facilities Credit Agreement, dated as of the date hereof, by and among Time Warner Inc., as Administrative Agent, the Company and the Lender Parties thereto from time to time.

(x) “TW Registration Rights Agreement ” means that certain Registration Rights Agreement dated as of May 18, 2009 by and between the Company and TW.

(y) “ TW Side Letter ” means that certain letter agreement between the Company and TW dated the date hereof.

(z) “ TW Subscription Shares ” means, the Class A Common Stock issued to TW pursuant to Article I of the TW Commitment Agreement.

(aa) “ Voting Agreement ” means that certain Irrevocable Voting Deed and Corporate Representative Appointment, by and among RSL Savannah LLC, an Affiliate of TW and the Company, dated as of May 18, 2009, as amended.

7.2. Notices . All notices, consents, requests, instructions, approvals and other communications provided for in this Agreement shall be in writing and shall be deemed validly given upon personal delivery or one day after being sent by overnight courier service or if sent by facsimile, to the extent transmitted by 3:00 pm (local time of recipient) on a Business Day, will be deemed to have been received on that Business Day, and if transmitted after 3:00 pm (local time of the recipient) on a Business Day or any other day, then on the Business Day next following the day of transmittal (so long as for notices or other communications sent by facsimile, the transmitting facsimile machine records electronic conformation of the due transmission of the notice), at the following address or facsimile number, or at such other address or facsimile number as a party may designate to the other parties:

	if to the Company, to:

	Central European Media Enterprises Ltd.
	c/o CME Media Services Ltd.
	Kříženeckého náměstí 1078/5
	152 00 Prague 5 - Barrandov
	Czech Republic

	Facsimile:	+420-242-464-483
	Attention:	Legal Counsel

	with a copy to (which shall not constitute notice):

	Dewey & LeBoeuf LLP
	1301 Avenue of the Americas
	New York, NY 10019
	Attention:	Jeffrey A. Potash
		Eric W. Blanchard
		Christopher P. Peterson
	Facsimile:	(212) 259-6333

	if to Investor, to:

	c/o RSL Investments Corporation
	767 Fifth Avenue, Suite 4200
	New York, NY 10153
	Attention:	Kelli Turner
	Facsimile:	(212) 572-4093

	with copy to (which shall not constitute notice):

	Debevoise & Plimpton LLP
	919 Third Avenue
	New York, NY 10022
	Attention:	Richard D. Bohm
	Facsimile:	(212) 521-7226

7.3. Amendment . This Agreement may be amended, modified or supplemented only by a written instrument executed by each of the parties hereto; provided, however, that Section 2.2(j) (and Section 4.3(a) as it relates thereto), Section 3.6 and Section 7.11 may not be amended, modified, supplemented or waived without the prior written consent of TW.

7.4. Assignment . Except as permitted herein, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assignable or otherwise transferable by either party hereto (whether by operation of Law or otherwise) without the prior written consent of the other party hereto; provided, however, that Investor shall be entitled to assign its rights and obligations hereunder to an RSL Permitted Transferee (as defined in the Investor Rights Agreement), provided such RSL Permitted Transferee agrees to be bound by the terms hereof and those of the RSL Registration Rights Agreement and the Investor Rights Agreement.

7.5. Applicable Law; Consent to Jurisdiction .

(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK, NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (EACH, A “ NEW YORK COURT ”), AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND APPELLATE COURTS FROM ANY THEREOF. EACH PARTY HERETO HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF TO SUCH PARTY BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO SUCH PARTY AT ITS ADDRESS SPECIFIED IN SECTION 7.2 . THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS , WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.

7.6. Waiver of Jury Trial . EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT MAKES SUCH WAIVER VOLUNTARILY, AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER IN THIS SECTION 7.6 .

7.7. Specific Performance . The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to, in addition to the other remedies provided herein, specific performance of this Agreement and to enforce specifically the terms and provisions of this Agreement in any New York Court in addition to the other remedies to which such parties are entitled.

7.8. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. This Agreement, once executed by a party, may be delivered to the other parties hereto by facsimile or electronic transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

7.9. Expenses . Each party will be responsible for its own fees and expenses related to this Agreement and the transactions contemplated hereby, except the Company will pay the reasonable and documented fees and expenses of Investor relating to Consents and Governmental Approvals that the Investor is required to obtain in Bermuda or as a result of the Company being listed on the Prague Stock Exchange or pursuant to the European Commission Council Regulation on the control of concentrations between undertakings (the EC Merger Regulation) or any Laws regulating the ownership of broadcasting assets in the Czech Republic, Slovakia, Romania, Croatia, Bulgaria and Slovenia.

7.10. Successors and Assigns . This Agreement shall inure to the benefit of the parties, and shall be binding upon the parties and their respective successors, permitted assigns, heirs and legal representatives.

7.11. No Third Party Beneficiaries . Nothing in this Agreement will confer any rights upon any person, other than Indemnified Persons with respect to Article V and as provided in Section 3.6, that is not a party or a successor or permitted assignee of a party to this Agreement.

7.12. Entire Agreement . This Agreement, together with the Company Agreements, contain the entire agreement of the parties with respect to the subject matter hereof and supersede all other prior agreements, understandings, statements, representations and warranties, oral or written, express or implied, between the parties and their respective Affiliates, representatives and agents in respect of such subject matter.

7.13. Construction . Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine, and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Exhibits and Annexes are to exhibits and annexes attached hereto, each of which is made a part hereof for all purposes. Where any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision will be applicable whether such action is taken directly or indirectly by such Person, including actions taken by or on behalf of any Affiliate of such Person. All accounting terms used herein and not otherwise defined herein will have the meanings accorded them in accordance with U.S. generally accepted accounting principles and, except as expressly provided herein, all accounting determinations will be made in accordance with such accounting principles in effect from time to time. Unless the context otherwise requires: (i) a reference to a document includes all amendments, restatements or supplements to, or replacements or novations of, that document; (ii) the use of the terms “include” and “including” mean “include, without limitation” and “including, without limitation”, respectively; (iii) the word “or” shall be disjunctive but not exclusive; (iv) unless expressly provided otherwise, the measure of a period of one month or year for purposes of this Agreement shall be that date of the following month or year corresponding to the starting date; provided , that if no corresponding date exists, the measure shall be that date of the following month or year corresponding to the next day following the starting date (for example, one month following February 18 is March 18, and one month following March 31 is May 1); and (v) a reference to a statute, regulations, proclamation, ordinance or by-law includes all statutes, regulations, proclamation, ordinances or by-laws amending, consolidating or replacing it, whether passed by the same or another Governmental Entity with legal power to do so, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under the statute. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

7.14. Descriptive Headings . The headings of the articles, sections and subsections of this Agreement are inserted for convenience of reference only and shall not be deemed to constitute a part hereof or affect the interpretation hereof.

7.15. Severability . Every term and provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such term or provision will be enforced to the maximum extent permitted by law and, in any event, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

	CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.

	By:	/s/ David Sach
		Name: David Sach
		Title : Chief Financial Officer

[RSL Subscription Agreement – Signature Page]

	RSL CAPITAL LLC


	By:	/s/ Ronald S. Lauder
		Name: Ronald S. Lauder
		Title : Sole Member and President


	and for purposes of Sections 2.2(j), 3.6 and 7.11 only

	/s/ Ronald S. Lauder
	Ronald S. Lauder

[RSL Subscription Agreement – Signature Page (cont.)]

Ex 10.5

FIRST AMENDMENT

INVESTOR RIGHTS AGREEMENT

This First Amendment (this “ Amendment ”) to Investor Rights Agreement (the “ Agreement ”), dated as of May 18, 2009, is made as of April 30, 2012, by and among Central European Media Enterprises Ltd., a Bermuda company (the “ Company ”), Ronald S. Lauder, RSL Savannah LLC, a Delaware limited liability company (“ RSL Savannah ”), RSL Capital LLC, a New York limited liability company (“ RSL Capital ”), RSL Investments Corporation, a Delaware corporation (“ RSL CME LP ” and, together with Ronald S. Lauder, RSL Savannah, RSL Capital and the RSL Permitted Transferees (as defined in the Agreement), the “ RSL Investors ”), Time Warner Media Holdings B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands (“ TW ” and, together with the TW Permitted Transferees (as defined in the Agreement), the “ TW Investors ”). All capitalized terms used in this Amendment which are not herein defined shall have the same meanings ascribed to them in the Agreement.

WHEREAS, the Company, Ronald S. Lauder and RSL Capital are parties to that certain Subscription Agreement, dated as of the date hereof (the “ RSL Subscription Agreement ”), pursuant to which the Company has agreed to issue to RSL Capital two million (2,000,000) Class A Common Shares (the “ RSL Subscription Shares ”) ;

WHEREAS, the Company and TW are parties to that certain Subscription and Equity Commitment Agreement, dated as of the date hereof (the “ TW Subscription Agreement ”), pursuant to which the Company has agreed, among other things, to sell to TW Class A Common Shares as specified therein (the “ TW Subscription Shares ”); and

WHEREAS, the undersigned desire to amend certain provisions of the Agreement.

NOW, THEREFORE, in consideration of the premises and the covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows:

1. Definitions . Section 2 of the Agreement shall be amended, effective as of the date hereof, by:

(a) deleting the term “New Stock” and the corresponding definition;

(b) replacing the term “RSL Excluded Shares” with the following definition:

“ RSL Excluded Shares ” means (i) shares from time to time held of record by Time Warner Inc. or one of its subsidiaries, (ii) the 1 Class A Common Share beneficially owned by Richard Rich and (iii) the 105,231 Class B Common Shares beneficially owned by RAJ Family Partners, L.P. and any Class A Common Shares such shares are converted into”;

“ First Amendment Date ” means April 30, 2012”;

(d) adding the term “Loan Disbursement Date” with the following meaning:

“ Loan Disbursement Date ” has the meaning set forth in the TW Subscription Agreement”;

(e) adding the term “TW Subscription Agreement” with the following meaning:

“ TW Subscription Agreement ” means the Subscription and Equity Commitment Agreement dated as of April 30, 2012 by and between the Company and TW”; and

(f) adding the term “TW Subscription Shares” with the following definition:

“ TW Subscription Shares ” means the Class A Common Shares purchased by TW pursuant to Article I of the TW Subscription Agreement.”

2. Section 3.2 . Section 3.2 of the Agreement shall be amended, effective as of the date hereof, by replacing clause (e) with the following:

“(e) Each TW Investor and each RSL Investor agrees and acknowledges that, concurrently with the closing of the issuance and sale to TW of the TW Subscription Shares, such TW Investor and RSL Investor shall, and shall cause their respective Affiliates to, convert all Class B Common Shares held by any TW Investor and RSL Investor, respectively, into Class A Common Shares and that such conversion shall be treated as an automatic election by such TW Investor and RSL Investor to, and cause their respective Affiliates to, convert such Class B Common Shares into Class A Common Shares under Section 3 (4) of the Company’s Bye-laws and the Company hereby agrees that, upon any such conversion, it shall amend its register of shareholders to reflect that conversion.”

3. Section 6.1(a) . Section 6.1(a) of the Agreement shall be amended, effective as of the closing of the issuance and sale to TW of the TW Subscription Shares, by being replaced in its entirety with the following:

“(a) For so long as the TW Investors and their Affiliates beneficially own, directly or indirectly, at least 25% of the TW Shares (as adjusted for splits, combination of shares, reclassification, recapitalization or like changes in capitalization and whether such TW Shares are in the form of Class A Common Shares or Class B Common Shares), the RSL Investors shall not, and shall cause their respective Affiliates not to, vote any Equity Securities beneficially owned by such Persons, respectively, in favor of, or consent to, the issuance by the Company of any Equity Securities (including, for the avoidance of doubt, any options, warrants, securities or other instruments that are directly or indirectly convertible into, or exercisable or exchangeable for, shares or other equity interests of the Company) other than (i) Class A Common Shares, (ii) options, warrants, restricted stock units and other similar securities exercisable for or convertible into Class A Common Shares which are issued to employees, officers, directors and consultants of the Company or any of its subsidiaries pursuant to employee benefit, stock option, stock option exchange and stock purchase plans maintained by the Company up to such amounts under such plans as are approved by the Board or (iii) to TW pursuant to the TW Subscription Agreement.”

4. Section 6.2 . Section 6.2 of the Agreement shall be amended, effective as of the closing of the issuance and sale to TW of the TW Subscription Shares, by being replaced in its entirety with the following:

“6.2 Issuance of New Securities .

(a) For so long as the TW Investors and their Affiliates beneficially own, directly or indirectly, at least 25% of the TW Shares (as adjusted for splits, combination of shares, reclassification, recapitalization or like changes in capitalization and whether such TW Shares are in the form of Class A Common Shares or Class B Common Shares), the Company shall not, without the consent of TW (which consent shall not be subject to the TW Voting Agreement), issue any Equity Securities (including, for the avoidance of doubt, any options, warrants, securities or other instruments that are directly or indirectly convertible into, or exercisable or exchangeable for, shares or other equity interests of the Company) other than (i) Class A Common Shares, (ii) options, warrants, restricted stock units and other similar securities exercisable for or convertible into Class A Common Shares which are issued to employees, officers, directors and consultants of the Company or any of its subsidiaries pursuant to employee benefit, stock option, stock option exchange and stock purchase plans maintained by the Company up to such amounts under such plans as are approved by the Board or (iii) to TW pursuant to the TW Subscription Agreement.

(b) For so long as the RSL Investors and their Affiliates beneficially own, directly or indirectly, at least 25% of the Equity Securities (excluding the RSL Excluded Shares, and as adjusted for splits, combination of shares, reclassification, recapitalization or like changes in capitalization and whether such Equity Securities are in the form of Class A Common Shares or Class B Common Shares) held by them at the Closing Date, the Company shall not, without the consent of RSL Savannah, issue any Equity Securities (including, for the avoidance of doubt, any options, warrants, securities or other instruments that are directly or indirectly convertible into, or exercisable or exchangeable for, shares or other equity interests of the Company) other than (i) Class A Common Shares, (ii) options, warrants, restricted stock units and other similar securities exercisable for or convertible into Class A Common Shares which are issued to employees, officers, directors and consultants of the Company or any of its subsidiaries pursuant to employee benefit, stock option, stock option exchange and stock purchase plans maintained by the Company up to such amounts under such plans as are approved by the Board or (iii) to TW pursuant to the TW Subscription Agreement.”

5. Section 6.3 . Section 6.3 of the Agreement shall be amended, effective as of the closing of the issuance and sale to TW of the TW Subscription Shares, by being replaced in its entirety with the following:

“6.3 Termination of Voting Rights and Proxy Access .

(a) Upon the termination of the TW Voting Agreement, the agreements contained in Section 6.1 shall also be terminated.

(b) To the extent the TW Investors meet the criteria in Bye-Law 58(2) of the Company’s Bye-Laws for shareholder proposals with respect to director nominees, the Company acknowledges that the TW Investors have provided timely notice under Bye-Law 58(2) with respect to future annual general meetings of shareholders of the Company, and special meetings of shareholders of the Company at which directors are elected, of the nomination by the TW Investors of Paul Cappuccio and Michael Del Nin (the “ TW Nominees ”) for election to the Board. From the First Amendment Date until the conclusion of the Company’s first annual general meeting following the termination of the TW Voting Agreement, to the extent that the TW Investors collectively beneficially own at least 10% of the Class A Common Shares, and subject to timely delivery of satisfactory director and officer questionnaires of the TW Nominees (or such two other persons as may be designated by TW from time to time) and the fulfillment of the criteria for director nominees established by the Company’s Bye-Laws and its Corporate Governance/Nominating Committee (provided such nominees need not be independent), the Company agrees to designate the TW Nominees (or such two other persons as may be designated by TW from time to time who meet such criteria) as director nominees in the Company’s proxy statement and proxy card with respect to future annual general meetings of shareholders of the Company and special meetings of shareholders of the Company at which directors are elected, subject to the provisions of Section 6.3(c) .

(c) Notwithstanding anything to the contrary set forth herein, the Company shall not be required to take any action or enforce any agreement pursuant to this Section 6.3 if in the Company's reasonable judgment such action or the enforcement of such agreement would violate or result in the violation of any applicable Law.”

6. Section 6.5 . Section 6.5 of the Agreement shall be amended, effective as of the closing of the issuance and sale to TW of the TW Subscription Shares, by being replaced in its entirety with the following:

“6.5 Limitations on Debt Provisions . The Company shall not without the prior written consent of TW enter into any third party financing agreements or any other agreement (or amend any financing agreement or other agreement in existence on the Effective Date) pursuant to which the acquisition or beneficial ownership (as determined pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934) by any TW Investor of any Equity Securities would violate, conflict with, result in a breach of, or constitute a default (with or without notice or lapse of time or both) under, or give to others any rights of consent, termination, amendment or acceleration or cancellation of such debt. ”

7. Section 7 . Section 7 of the Agreement shall be amended, effective as of the closing of the issuance and sale to RSL of the RSL Subscription Shares, by inserting the following Section 7.6 after Section 7.5 :

“7.6 RSL Preemptive Rights . F rom the First Amendment Date until Outside Date (as defined in the TW Subscription Agreement), in the event no Time Warner Loans are drawn on or before such date, or otherwise until the 180 th day following the Loan Disbursement Date , if the Company intends to issue Class A Common Shares to the public in a registered underwritten public offering, the Company shall give the RSL Investors written notice of such intention (including, to the extent possible, a copy of the prospectus included in the registration statement filed in respect of such public offering) describing, to the extent then known, the anticipated amount of Class A Common Shares (the “ Offered Class A Shares ”), range of prices, timing and other material terms of such offering. The Company shall give such written notice no less than three (3) business days prior to the commencement of the marketing efforts with respect to such registered public offering, which notice shall constitute an offer to sell to the RSL Investors a portion of the Offered Class A Shares that would result in the RSL Investors beneficially owning (excluding the RSL Excluded Shares) 4.7% of the total outstanding Class A Common Shares, after giving effect to the registered underwritten public offering and the sale of any Designated Securities to TW Investors pursuant to Section 7.3 (the “ RSL Designated Securities ”). An RSL Investor must exercise its respective purchase rights under this Section 7.6 prior to the commencement of marketing efforts with respect to such offering, which commencement shall not be earlier than three (3) business days following the delivery of written notice to the RSL Investors of such offering, by providing a binding indication of interest (which shall be subject to customary conditions with respect to the offering, including the pricing) of such RSL Investor to purchase the RSL Designated Securities within the range of prices and consistent with the other terms set forth in the Company’s notice to it. In the event the pricing of the offering is not yet consummated, any binding indication of interest will expire after the second trading day subsequent to the anticipated pricing date set forth in the Company's notice. If a RSL Investor exercises its respective purchase rights provided in this Section 7.6 , the Company shall agree to sell to such RSL Investor, at the time of pricing of the offering, the RSL Designated Securities (as adjusted to reflect the actual size of such offering when priced) at the same price as the Class A Common Shares that are offered to the public. Contemporaneously with the execution of any underwriting agreement entered into between the Company and the underwriters of an underwritten public offering, each such RSL Investor shall enter into an instrument in form and substance reasonably satisfactory to the Company acknowledging such RSL Investor’s binding obligation to purchase the RSL Designated Securities to be acquired by it. The failure by any RSL Investor to provide a binding indication of interest with respect to a registered public offering of Offered Class A Shares shall constitute a waiver of the rights granted pursuant to this Section 7.6 . The rights granted pursuant to this Section 7.6 may be exercised once and, if waived, the Company will have no further obligations. In connection with the exercise of the rights granted pursuant to this Section 7.6 , each RSL Investor shall enter into customary lock-up agreements and registration rights waivers as any managing underwriter of such registered public offering may reasonably request.”

8. Representations and Warranties . Ronald S. Lauder hereby represents and warrants to TW that, as of the date hereof, he beneficially owns all of the equity interests in RSL Capital LLC.

9. Execution and Delivery of Irrevocable Proxy . Each TW Investor consents to the execution and delivery of the Irrevocable Proxy (as defined in the RSL Subscription Agreement) by RSL Savannah LLC.

10. Joinder . RSL Capital hereby agrees that upon execution of this Amendment, RSL Capital shall become a Party to the Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Agreement, as if RSL Capital had signed the Agreement and been an original party thereto. RSL Capital agrees that it shall be an “RSL Investor” for all purposes under the Agreement.

11. Headings; Counterparts . Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of or be taken into consideration in interpreting this Amendment. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument, and may be delivered by facsimile.

12. Governing Law; Jurisdiction . THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

13. SUBMISSION TO JURISDICTION. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY, NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (EACH, A " NEW YORK COURT "), AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND APPELLATE COURTS FROM ANY THEREOF. EACH PARTY HERETO HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF TO SUCH PARTY BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO SUCH PARTY AT ITS ADDRESS SPECIFIED IN SECTION 10.2 OF THE AGREEMENT. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE TRIAL BY JURY, AND EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.

14. Continued Effectiveness . It is the express intention of the parties hereto to ratify and reaffirm the terms and conditions of the Agreement, as amended pursuant to the terms of this Amendment. Except as expressly amended hereby, the Agreement shall remain unmodified and in full force and effect. In the event of any inconsistency between the provisions of the Agreement and the provisions of this Amendment, the provisions of this Amendment shall prevail.

(signature page follows)

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Investor Rights Agreement to be executed by their duly authorized representatives as of the day and year first above written.

	RSL SAVANNAH LLC


	By:	/s/ Ronald S. Lauder
		Name: Ronald S. Lauder
		Title: Sole Member

	RSL CAPITAL LLC


	By:	/s/ Ronald S. Lauder
		Name: Ronald S. Lauder
		Title: Sole Member and President

	RSL INVESTMENTS CORPORATION


	By:	/s/ Ronald S. Lauder
		Name: Ronald S. Lauder
		Title: Chairman

	/s/ Ronald S. Lauder
	Ronald S. Lauder

[First Amendment to Investor Rights Agreement – Signature Page)]

	CENTRAL EUROPEAN MEDIA ENTERPRISES LTD.


	By:	/s/ David Sach
		Name: David Sach
		Title: Chief Financial Officer

First Amendment to Investor Rights Agreement – Signature Page (cont.)]

	TIME WARNER MEDIA HOLDINGS B.V.


	By:	/s/ Steven Kapner
		Name: Steven Kapner
		Title: Director

First Amendment to Investor Rights Agreement – Signature Page (cont.)]

Ex. 99.1

FOR IMMEDIATE DISTRIBUTION

CENTRAL EUROPEAN MEDIA ENTERPRISES TO REDUCE ITS INDEBTEDNESS WITH THE SUPPORT OF TIME WARNER AND RONALD LAUDER

Hamilton, Bermuda – April 30, 2012 - Central European Media Enterprises Ltd. ("CME") (Nasdaq/Prague Stock Exchange: CETV) announced today that it has entered into a series of agreements with its major shareholders, Time Warner Inc. (“TW”) and Ronald Lauder, to enable CME to fund tender offers to purchase up to an aggregate of $300 million of its 3.50% Senior Convertible Notes due 2013, Senior Floating Rate Notes due 2014 and 11.625% Senior Notes due 2016 (the “Debt Tender Offers”) that were just announced by CME.

Pursuant to the various agreements:

TW has agreed to provide CME with a loan facility of up to $300 million (the “TW Loans”), which can only be used by CME for the purpose of funding the purchase of the notes validly tendered and accepted for payment by CME in the Debt Tender Offers if successfully completed;

Time Warner Media Holdings B.V. (“TWMH” and an affiliate of TW) and RSL Capital LLC (“RSL” and an affiliate of Mr. Lauder) have agreed to purchase an aggregate of approximately 11.5 million of CME’s Class A shares at a price per share of $7.51. TW will purchase Class A shares in order to increase its ownership in CME to 40% on a diluted basis and RSL will purchase 2 million Class A shares. CME intends to repay the TW loans with the proceeds from the equity subscriptions;

In the event any TW Loans remain outstanding for 180 days, CME has the option to sell to TW, and TW has the right to acquire from CME, additional Class A shares paid for with the outstanding TW Loans, that may increase TW’s ownership in CME up to 49.9%; and

TW and Mr. Lauder have agreed to convert all Class B shares into Class A shares in connection with the closing of the equity subscription transactions described above.

These commitments are intended to enable CME to pursue its strategy of reducing existing indebtedness on terms acceptable to CME, including through the Debt Tender Offers that were launched and separately announced today. The TW Loans may be prepaid at any time, including with the proceeds from any equity offering by CME. Other possible deleveraging transactions may include private repurchases or privately negotiated exchanges for outstanding debt securities, if they can be completed on terms that are attractive to CME.

The issuance of shares to TW and RSL is subject to a vote of CME’s shareholders. Mr. Lauder has committed to voting the shares of CME he controls in favor of this transaction.

Adrian Sarbu, President and CEO of CME, commented: “As promised, we are taking significant steps to deleverage. Support from our major shareholders shows their confidence in the future of our company.”

J.P. Morgan advised the Special Committee of CME and BNP Paribas advised CME, each on certain matters relating to the transaction. Citigroup Global Markets Inc. advised TW on the transaction.

CME will host a teleconference and a video webcast to discuss the transaction and its Q1 2012 earnings on May 2, 2012 at 9 a.m. New York time (2 p.m. London and 3 p.m. Prague time). The teleconference will refer to presentation slides that will be available on CME's website at www.cme.net prior to the call.

To access the teleconference, U.S. and international callers may dial +1 785 424 1055 ten minutes prior to the start time and reference passcode CETVQ112 .

CME is a media and entertainment company operating leading businesses in six Central and Eastern European markets with an aggregate population of approximately 50 million people. CME’s broadcast operations are located in Bulgaria (bTV, bTV Cinema, bTV Comedy, bTV Action, bTV Lady and Ring.bg), Croatia (Nova TV, Doma and Nova World), the Czech Republic (TV Nova, Nova Cinema, Nova Sport and MTV Czech), Romania (PRO TV, PRO TV International, Acasa, Acasa Gold, PRO Cinema, Sport.ro, MTV Romania and PRO TV Chisinau Moldova), the Slovak Republic (TV Markíza and Doma), Slovenia (POP TV, Kanal A and the POP NON STOP subscription package). CME’s broadcast operations are supported by its content and distribution division, Media Pro Entertainment, as well as its New Media division, which operates Voyo, the pan-regional video-on-demand service. CME is traded on the NASDAQ and the Prague Stock Exchange under the ticker symbol “CETV”.

Forward Looking Statements

This press release contains forward-looking statements. For these statements and all other forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy or are otherwise beyond our control and some of which might not even be anticipated. Future events and actual results, affecting our strategic plan as well as our financial position, results of operations and cash flows, could differ materially from those described in or contemplated by the forward-looking statements. Important factors that contribute to such risks include, but are not limited to, the successful completion of the financing transactions with Time Warner and the cash tenders for certain of our outstanding indebtedness and the performance of obligations by third parties with whom we have entered agreements.

For additional information, please contact:

Romana Wyllie

Vice President Corporate Communications

Central European Media Enterprises

+420242465525

romana.wyllie@cme.net

Ex 99.2

CENTRAL EUROPEAN MEDIA ENTERPRISES ANNOUNCES

A TENDER OFFER AND RELATED SOLICITATION OF CONSENTS FOR ITS

3.50% SENIOR CONVERTIBLE NOTES DUE 2013

Hamilton, Bermuda – April 30, 2012 - Central European Media Enterprises Ltd. (“CME”) (Nasdaq/Prague Stock Exchange: CETV) announced today that it has commenced a tender offer (the “Offer”) for $129,700,000 of its outstanding 3.50% Senior Convertible Notes due 2013 (CUSIP No. 153443AD8) (the “Notes”) and a solicitation of consents to proposed amendments to the provisions of the indenture governing the Notes (the “Proposed Amendments”).

The Offer is being made upon the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated April 30, 2012 (the “Offer to Purchase”) and the related Consent and Letter of Transmittal. The Offer will expire at 12:00 Midnight, New York City time, on May 25, 2012, unless extended by the Company in its sole discretion (the “Expiration Time”).

Upon the terms and subject to the conditions set forth in the Offer to Purchase, CME is offering to pay, in cash, $1,000 for each $1,000 principal amount of Notes that are validly tendered and not validly withdrawn prior to the Expiration Time. In addition, CME will pay accrued and unpaid interest on Notes that are accepted for purchase in the Offer up to, but excluding, the settlement date of the Offer, which is expected to occur promptly following the Expiration Time.

Concurrently with the Offer, CME is soliciting consents from the holders of Notes (the “Consent Solicitation”) to adopt the Proposed Amendments to the indenture governing the Notes to eliminate specified covenants, to make certain amendments to a specified covenant and to eliminate specified events of default and to modify other related provisions of the indenture, each as described in the Offer to Purchase. CME is not offering any separate or additional payment for the consents to the Proposed Amendments. Adoption of the Proposed Amendments requires the consent of the holders of a majority of the outstanding principal amount of the Notes (the “Requisite Consents”). Each holder tendering Notes will also be deemed to have consented to the Proposed Amendments. Holders of Notes may not deliver consents without also tendering their Notes. If the Company receives the Requisite Consents, it will execute a supplemental indenture that will become effective upon execution by the parties thereto, but will provide that the Proposed Amendments will not become operative until the Company purchases in the Offer more than a majority in principal amount of the outstanding Notes.

The Offer is subject to the satisfaction of certain conditions including (i) the compliance with or satisfaction of the conditions to drawing up to $300.0 million contained in the Term Loan Facilities Credit Agreement dated April 30, 2012 among CME as Borrower, the lenders party thereto from time to time and Time Warner Inc. as Administrative Agent (the “TW Credit Facility”), which includes that the Company has accepted validly tendered Notes for purchase according to the terms of the Offer; (ii) receipt of the Requisite Consents with Notes that are validly tendered and not validly withdrawn to the Proposed Amendments from holders of Notes entitled to provide such consents on or prior to the Expiration Time and (iii) and certain other customary conditions.

Page 2

The complete terms and conditions of the Offer are described in the Offer to Purchase, copies of which may be obtained from Global Bondholder Services Corporation, the Depositary and Information Agent for the Offer, at Global Bondholder Services Corporation, 65 Broadway – Suite 404, New York, New York 10006, Telephone: +1 (866) 612-1500 or +1 (212) 430-3774.

The Company has engaged J.P. Morgan to act as the Dealer Manager in connection with the Offers. Questions regarding the terms of the Offers and related solicitation of consents may be directed to: J.P. Morgan Securities LLC, 383 Madison Avenue, 4th Floor, New York, New York 10179, Attention: Syndicate Desk, Telephone: +1 (800) 261-5767 (toll free).

Concurrently with the announcement of the Offer, the Company announced a tender offer (the “Euro Offer”) for up to the Euro equivalent of $170.0 million aggregate principal amount of its outstanding Floating Rate Senior Notes due 2014 (the “2014 Notes”) and 11.625% Senior Notes due 2016 (the “2016 Notes”). Payment for the 2014 Notes and the 2016 Notes, to the extent that tenders for either series of notes are accepted by the Company, will be made through either Clearstream Banking, société anonyme, or Euroclear Bank S.A./N.V. The tender offers for the 2014 Notes and the 2016 Notes are not being made to any person located or resident in the United States, its territories and possessions, any state of the United States or the District of Columbia. The Euro Offers are expected to have the same expiration time and settlement dates as the Offer. None of the Offer, the offer for 2014 Notes or the offer for 2016 Notes is conditioned on the commencement or the completion of the other offers.

CME is a media and entertainment company operating leading businesses in six Central and Eastern European markets with an aggregate population of approximately 50 million people. CME’s broadcast operations are located in Bulgaria (bTV, bTV Cinema, bTV Comedy, bTV Action, bTV Lady and Ring.bg), Croatia (Nova TV, Doma and Nova World), the Czech Republic (TV Nova, Nova Cinema, Nova Sport and MTV Czech), Romania (PRO TV, PRO TV International, Acasa, Acasa Gold, PRO Cinema, Sport.ro, MTV Romania and PRO TV Chisinau Moldova), the Slovak Republic (TV Markíza and Doma) and Slovenia (POP TV, Kanal A and the POP NON STOP subscription package). CME’s broadcast operations are supported by its content and distribution division, Media Pro Entertainment, as well as its New Media division, which operates Voyo, the pan-regional video-on-demand service. CME is traded on the NASDAQ and the Prague Stock Exchange under the ticker symbol “CETV”.

For additional information, please contact:

Romana Wyllie

Vice President Corporate Communications

Central European Media Enterprises

+420242465525

romana.wyllie@cme-net.com

Ex 99.3

CENTRAL EUROPEAN MEDIA ENTERPRISES ANNOUNCES

TENDER OFFERS FOR ITS FLOATING RATE SENIOR NOTES DUE 2014

AND 11.625% SENIOR NOTES DUE 2016

Hamilton, Bermuda – April 30, 2012 - Central European Media Enterprises Ltd. (“CME”) (Nasdaq/Prague Stock Exchange: CETV) announced today that it has commenced a tender offer (the “2014 Notes Offer”) for its Senior Floating Rate Notes due 2014 (ISIN Code: XS0300714762; Common Code 030071476) (the “2014 Notes”); and a tender offer (the “2016 Notes Offer” and, together with the 2014 Notes Offer, the “Offers”) for its 11.625% Senior Notes due 2016 (ISIN Code: XS0452168536; Common Code 04216853) (the “2016 Notes” and, together with the 2014 Notes, the “Notes”).

The 2014 Notes Offer and the 2016 Notes Offer will be conducted through a modified Dutch auction procedure to purchase up to the Euro equivalent of $170.0 million aggregate principal amount outstanding of the 2014 Notes and the 2016 Notes, although the Company reserves the right, in its sole discretion, to accept significantly less than or significantly more than such amount for purchase pursuant to the Offers (the “Final Acceptance Amount”). Upon the terms and subject to the conditions set forth in the Tender Offer Memorandum dated April 30, 2012 (the “Tender Offer Memorandum”), holders of the 2014 Notes will have the opportunity to tender some or all of their 2014 Notes at a price within a range not less than 86% per cent. nor more than 92% per cent. per € 1,000 principal amount of the 2014 Notes outstanding and holders of the 2016 Notes will have the opportunity to tender some or all of their 2016 Notes at a price within a range not less than 97% per cent. nor more than 100% per cent. per € 1,000 principal amount of the 2014 Notes outstanding. CME will purchase up to the Final Acceptance Amount of the 2014 Notes and the 2016 Notes with the specific allocation of funds, up to the Final Acceptance Amount, between the 2014 Notes and the 2016 Notes validly tendered to be determined by CME in its sole discretion after the Expiration Deadline (as defined below). Notes tendered at a price above the maximum prices described above will not be accepted for purchase

The Offers are being made upon the terms and conditions set forth in the Tender Offer Memorandum. The Offer will expire at 4:00 p.m. London time, on May 25, 2012, unless extended by the Company in its sole discretion (the “Expiration Deadline”). The Offers are not being made to any person located or resident in the United States, its territories and possessions, any state of the United States or the District of Columbia.

In accordance with the modified Dutch auction procedure as fully described in the Tender Offer Memorandum, the respective purchase prices for the 2014 Notes and the 2016 Notes will not be less than the minimum prices at which the 2014 Notes and the 2016 Notes can be tendered or greater than the maximum prices at which the 2014 Notes and the 2016 Notes can be tendered, as applicable. The purchase prices for the 2014 Notes will be the lowest prices for 2014 Notes that will allow CME to accept the total amount of the 2014 Notes that it decides to purchase, if any. The purchase prices for the 2016 Notes will be the lowest prices for the 2016 Notes that will allow CME to accept the total amount of the 2016 Notes that it decides to purchase, if any.

The complete terms and conditions of the Offers are described in the Tender Offer Memorandum, copies of which may be obtained from Lucid Issuer Services Limited, the Tender Agent for the 2014 Offer and the 2016 Offer, at Lucid Issuer Services Limited, Leroy House, 436 Essex Road, London N1 3QP, United Kingdom, Attention: David Shilson / Thomas Choquet, Telephone: +44 (0) 20 7704 0880, Email: cme@lucid-is.com .

Page 2

The Company has engaged J.P. Morgan to act as the Dealer Manager in connection with the Offers. Questions regarding the terms of the Offers may be directed to J.P. Morgan Securities Ltd., 125 London Wall, London EC2Y 5AJ, United Kingdom, Telephone: +44 207 325 9633/+44 207 777 3548, Attention: HY Syndicate/Liability Management, Email: daniele.molteni@jpmorgan.com / emea_lm@jpmorgan.com.

Concurrently with the announcement of the Offers, the Company announced a tender offer (the “U.S. Offer”) for up to $129.7 million aggregate principal amount of its outstanding 3.50% Senior Convertible Notes due 2013 for which the Company has filed with the U.S Securities and Exchange Commission a Tender Offer Statement on Schedule TO pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended. The U.S. Offer is expected to have the same expiration and settlement date as the Offers. None of the 2014 Notes Offer, the 2016 Notes Offer or the U.S. Offer is conditioned on the commencement or the completion of the other offers. However, each of the Offers and the U.S. Offer will be funded, in whole or in part, with proceeds of up to $300.0 million from the Term Loan Facilities Credit Agreement dated April 30, 2012 among the Company as Borrower, the lenders party thereto from time to time and Time Warner Inc. as Administrative Agent (the “TW Credit Facility”). The Company’s ability to obtain funds under the TW Credit Facility to pay for Notes is subject to compliance with or satisfaction of the conditions contained in the TW Credit Facility, which includes that the Company has accepted validly tendered Notes for purchase according to the terms of the Offers and other customary conditions.

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT (SEE “OFFER AND DISTRIBUTION RESTRICTIONS” IN THE TENDER OFFER MEMORANDUM). PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT AND/OR THE TENDER OFFER MEMORANDUM COMES ARE REQUIRED BY EACH OF THE COMPANY, THE DEALER MANAGER AND THE TENDER AGENT TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS. NEITHER THIS ANNOUNCEMENT NOR THE TENDER OFFER MEMORANDUM CONSTITUTES AN INVITATION TO PARTICIPATE IN THE OFFER IN ANY JURISDICTION (INCLUDING, SPECIFICALLY THE UNITED STATES) IN WHICH, OR TO ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH INVITATION. ANY PURPORTED TENDER OF NOTES IN THE OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID AND ANY PURPORTED TENDER OF NOTES MADE BY A PERSON LOCATED IN THE UNITED STATES OR ANY AGENT, FIDUCIARY OR OTHER INTERMEDIARY ACTING ON A NON-DISCRETIONARY BASIS FOR A PRINCIPAL GIVING INSTRUCTIONS FROM WITHIN THE UNITED STATES WILL BE INVALID AND WILL NOT BE ACCEPTED.

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CME is a media and entertainment company operating leading businesses in six Central and Eastern European markets with an aggregate population of approximately 50 million people. CME’s broadcast operations are located in Bulgaria (bTV, bTV Cinema, bTV Comedy, bTV Action, bTV Lady and Ring.bg), Croatia (Nova TV, Doma and Nova World), the Czech Republic (TV Nova, Nova Cinema, Nova Sport and MTV Czech), Romania (PRO TV, PRO TV International, Acasa, Acasa Gold, PRO Cinema, Sport.ro, MTV Romania and PRO TV Chisinau Moldova), the Slovak Republic (TV Markíza and Doma) and Slovenia (POP TV, Kanal A and the POP NON STOP subscription package). CME’s broadcast operations are supported by its content and distribution division, Media Pro Entertainment, as well as its New Media division, which operates Voyo, the pan-regional video-on-demand service. CME is traded on the NASDAQ and the Prague Stock Exchange under the ticker symbol “CETV”.

For additional information, please contact:

Romana Wyllie

Vice President Corporate Communications

Central European Media Enterprises

+420242465525

romana.wyllie@cme-net.com