INTERCREDITOR AGREEMENT between CENTRAL EUROPEAN MEDIA ENTERPRISES LTD. CENTRAL EUROPEAN MEDIA ENTERPRISES N.V. and CME MEDIA ENTERPRISES B.V. as Obligors; TIME WARNER INC. as 2014 Term Loan Agent; TIME WARNER INC. as 2014 RCF Agent; DEUTSCHE BANK TRUST COMPANY AMERICAS as 2014 Trustee and TIME WARNER INC. as 2014 Guarantor Dated 21 July 2006, as amended and restated by a Deed of Amendment dated 16 May 2007, by a Deed of Amendment dated 22 August 2007, by a Deed of Amendment dated 10 March 2008, by a Deed of Amendment dated 17 September 2009, by a Deed of Amendment dated 29 September 2009, by a Deed of Amendment dated 21 October 2010, by a Deed of Amendment dated 18 February 2011, by a Deed of Amendment dated 8 October 2012, by a Deed of Amendment dated 2 May 2014, by a Deed of Amendment dated 14 November 2014, by a Deed of Amendment dated 30 September 2015, and by a Deed of Amendment dated 19 February 2016.

means each Lender, as defined in the 2014 RCF.

means all Liability of any Obligor to any 2014 RCF Creditor under or in connection with the 2014 RCF Finance Documents.

means the date on which the 2014 RCF Agent (acting on the instructions of the administrative agent or majority lenders under the 2014 RCF) is satisfied that all of the 2014 RCF Debt has been irrevocably and unconditionally paid and discharged and all rights of the Company to borrow further amounts under the 2014 RCF have been cancelled.

means the 2014 RCF and the 2014 RCF Security Documents.

means the security created pursuant to the 2014 RCF Security Documents.

means (a) the pledge of shares in CME N.V. granted on 2 May 2014 by the Company in favour of the 2014 RCF Agent; and (b) the pledge of shares in CME B.V. granted on 2 May 2014 by CME N.V. in favour of the 2014 RCF Agent.

means each Lender, as defined in the 2014 Term Loan.

means all Liability of any Obligor to the 2014 Term Loan Creditor under or in connection with the 2014 Term Loan Finance Documents.

means the date on which the 2014 Term Loan Agent (acting on the instructions of the administrative agent or majority lenders under the 2014 Term Loan) is satisfied that all of the 2014 Term Loan Debt has been irrevocably and unconditionally paid and discharged and all rights of the Company to borrow further amounts under the 2014 Term Loan have been cancelled.

means the 2014 Term Loan and the 2014 Term Loan Security Documents.

means the security created pursuant to the 2014 Term Loan Security Documents.

means (a) the pledge of shares in CME N.V. granted on 2 May 2014 by the Company in favour of the 2014 Term Loan Agent; and (b) the pledge of shares in CME B.V. granted on 2 May 2014 by CME N.V. in favour of the 2014 Term Loan Agent.

means the outstanding debt securities issued under the 2014 Indenture.

means each holder of the 2014 Notes and/or the 2014 Trustee (acting as trustee and security agent on its own behalf and as applicable on behalf of the holders of the 2014 Notes).

means all Liabilities of any Obligor to any 2014 Notes Creditor under or in connection with the 2014 Notes Finance Documents.

means the date on which the 2014 Trustee, as trustee, is satisfied that all of the 2014 Notes Debt has been irrevocably and unconditionally paid and discharged and all rights of the Company to create and issue further 2014 Notes under the 2014 Indenture have been cancelled.

means the 2014 Indenture and the 2014 Notes Security Documents.

means the “Collateral” as such term is defined in Section 1.1 of the 2014 Indenture.

means the “Security Documents” as such term is defined in Section 1.1 of the 2014 Indenture, and includes (a) the pledge of shares in CME N.V. granted on 2 May 2014 by the Company in favour of the 2014 Trustee; and (b) the pledge of shares in CME B.V. granted on 2 May 2014 by CME N.V. in favour of the 2014 Trustee.

means Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee under the 2014 Indenture and where relevant as Security Agent under the 2014 Indenture.

means all Liability of any Obligor to the 2014 Guarantor under or in connection with the 2014 Reimbursement Documents.

means the date on which the 2014 Guarantor is satisfied that all of the Liabilities of any of the Obligor have been discharged under the 2014 Reimbursement Agreement.

means the 2014 Reimbursement Agreement and the 2014 Reimbursement Security Documents.

means the security created pursuant to the 2014 Reimbursement Security Documents.

means (a) the pledge of shares in CME N.V. granted on or about 19 February 2016 by the Company in favour of the 2014 Guarantor, and (b) the pledge of shares in CME B.V. granted on or about 19 February 2016 by CME N.V. in favour of the 2014 Guarantor; and, until the 2014 Term Loan Discharge Date, includes (c) the pledge of shares in CME N.V. granted on 14 November 2014 by the Company in favour of the 2014 Guarantor and (d) the pledge of shares in CME B.V. granted on 14 November 2014 by CME N.V. in favour of the 2014 Guarantor.

means the aggregate of the Liabilities at any time and from time to time owing and unpaid by any of the Obligors in respect of the 2014 Term Loan Debt (until the 2014 Term Loan Discharge Date), the 2014 RCF Debt, the 2014 Notes Debt (until the 2014 Notes Discharge Date) and the 2014 Reimbursement Debt.

means any moneys received by any of the Secured Parties or any person acting on behalf, or on the instructions, of any of them from the enforcement of the Security or any part thereof.

shall have the meaning ascribed to it in Section 3.04(e).

means each of the 2014 Term Loan Finance Documents (until the 2014 Term Loan Discharge Date), the 2014 RCF Finance Documents, the 2014 Notes Finance Document (until the 2014 Notes Discharge Date), the 2014 Reimbursement Documents and this Agreement.

means the unavailability of foreign exchange, or any prohibition or restriction imposed as a result of a moratorium or debt rescheduling by the central bank or any other governmental agency or authority within any relevant jurisdiction where the payment of any Amount Outstanding shall be made or where any Distribution Moneys are recovered.

means, in relation to any Finance Document, any present or future liability (actual or contingent) which is or may be payable or owing under or in connection with that Finance Document, whether or not matured or liquidated, including (without limitation) in respect of principal, interest, default interest, commission, charges, fees, expenses, indemnities and other amounts provided for therein.

means any Obligor, the 2014 Term Loan Agent (until the 2014 Term Loan Discharge Date), the 2014 RCF Agent, the 2014 Trustee (until the 2014 Notes Discharge Date) or the 2014 Guarantor as the context requires.

means the 2014 Term Loan Agent (until the 2014 Term Loan Discharge Date), the 2014 RCF Agent, the 2014 Trustee (until the 2014 Notes Discharge Date) and the 2014 Guarantor.

means the 2014 Term Loan Security (until the 2014 Term Loan Discharge Date), the 2014 RCF Security, the 2014 Notes Security (until the 2014 Notes Discharge Date) and the 2014 Reimbursement Security.

means the 2014 Term Loan Security Documents (until the 2014 Term Loan Discharge Date), the 2014 RCF Security Documents, the 2014 Notes Security Documents (until the 2014 Notes Discharge Date) and the 2014 Reimbursement Security Documents.

means the lawful currency of the United States of America.

In this Agreement, unless the context otherwise requires, words denoting the singular include the plural and vice versa, words denoting persons include corporations, partnerships and other legal persons and references to a person include its successors and permitted assigns.

In this Agreement, a reference to a specified Article or Section shall be construed as a reference to that specified Article or Section of this Agreement.

In this Agreement, a reference to an agreement shall be construed as a reference to such agreement as it may be amended, varied, supplemented, novated or assigned from time to time.

In this Agreement, the headings and the Table of Contents are inserted for convenience of reference only and shall not affect the interpretation of this Agreement.

The 2014 Term Loan Agent hereby acknowledges the creation and existence of the 2014 RCF Security, the 2014 Notes Security (until the 2014 Notes Discharge Date) and the 2014 Reimbursement Security on a pari passu basis with the 2014 Term Loan Security in right and priority of payment, without any preference between themselves (until the 2014 Term Loan Discharge Date).

The 2014 RCF Agent hereby acknowledges the creation and existence of the 2014 Term Loan Security (until the 2014 Term Loan Discharge Date), the 2014 Notes Security (until the 2014 Notes Discharge Date) and the 2014 Reimbursement Security on a pari passu basis with the 2014 RCF Security in right and priority of payment, without any preference between themselves.

The 2014 Trustee hereby acknowledges the creation and existence of the 2014 Term Loan Security (until the 2014 Term Loan Discharge Date), the 2014 RCF Security and the 2014 Reimbursement Security on a pari passu basis with the 2014 Notes Security in right and priority of payment, without any preference between themselves (until the 2014 Notes Discharge Date).

The 2014 Guarantor hereby acknowledges the creation and existence of the 2014 Term Loan Security (until the 2014 Term Loan Discharge Date), the 2014 RCF Security and the 2014 Notes Security (until the 2014 Notes Discharge Date) on a pari passu basis with the 2014 Reimbursement Security in right and priority of payment, without any preference between themselves.

Each of the Parties to this Agreement hereby acknowledges and agrees that as of the 2014 Term Loan Discharge Date (and without prejudice to the effectiveness of this clause), this Agreement shall be read and construed as if all references to the 2014 Term Loan Agent, the 2014 Term Loan, the 2014 Term Loan Creditor, the 2014 Term Loan Debt, the 2014 Term Loan Discharge Date, the 2014 Term Loan Finance Documents, the 2014 Term Loan Security and the 2014 Term Loan Security Documents, had been deleted in their entirety.

The Obligors, the 2014 Trustee, the 2014 RCF Agent, and the 2014 Guarantor hereby acknowledge and confirm that as of the 2014 Term Loan Discharge Date, the 2014 Term Loan Agent will be released from all of its obligations under this Agreement.

The 2014 Term Loan Agent hereby confirms, acknowledges and agrees that as of the 2014 Term Loan Discharge Date it will have no further rights or interests in respect of this Agreement and shall not be deemed to be a

Each of the Parties to this Agreement hereby acknowledges and agrees that as of the 2014 Notes Discharge Date (and without prejudice to the effectiveness of this clause), this Agreement shall be read and construed as if all references to the 2014 Trustee, the 2014 Indenture, the 2014 Notes, the 2014 Notes Creditor, the 2014 Notes Debt, the 2014 Notes Discharge Date, the 2014 Notes Finance Documents, the 2014 Notes Security and the 2014 Notes Security Documents, had been deleted in their entirety.

The Obligors, the 2014 Term Loan Agent, the 2014 RCF Agent, and the 2014 Guarantor hereby acknowledge and confirm that as of the 2014 Notes Discharge Date, the 2014 Trustee will be released from all of its obligations under this Agreement.

The 2014 Trustee hereby confirms, acknowledges and agrees that as of the 2014 Notes Discharge Date it will have no further rights or interests in respect of this Agreement and shall not be deemed to be a Party to this Agreement for the purpose of any amendments to this Agreement after the 2014 Notes Discharge Date.

The Obligors hereby agree to the terms of this Agreement and undertake with the Secured Parties to observe the provisions hereof and not to do or omit to do anything which may prejudice or adversely affect the enforcement of such provisions.

Unless and until the whole of the Amount Outstanding has been paid in full, all Distribution Moneys shall, as among the 2014 Term Loan Agent (until the 2014 Term Loan Discharge Date), the 2014 RCF Agent, the 2014 Trustee (until the 2014 Notes Discharge Date) and the 2014 Guarantor, be applied and divided as follows:

first, pro rata in paying all proper costs, charges and expenses incurred by the Secured Parties in the enforcement of the Security or any part thereof or otherwise in collecting Distribution Moneys, which will be pro rata to the Amount Outstanding under the 2014 Term Loan Debt (until the 2014 Term Loan Discharge Date), the 2014 RCF Debt, the 2014 Notes Debt (until the 2014 Notes Discharge Date) and the 2014 Reimbursement Debt respectively;

next, pro rata in paying to each of the Secured Parties the part of the Amount Outstanding which is due and payable to it in respect of the 2014 Term Loan Debt (until the 2014 Term Loan Discharge Date), the 2014 RCF Debt, the 2014 Notes Debt (until the 2014 Notes Discharge Date) and the 2014 Reimbursement Debt, respectively, and, if applicable, in accordance with Section 3.01(b); and

last, in paying the surplus (if any) to the person or persons entitled thereto.

If the Distribution Moneys are or may be insufficient to pay in full all amounts due under Section 3.01(a)(1) or 3.01(a)(2), as the case may be, then the Distribution Moneys shall be apportioned for payment under Section 3.01(a)(1) or 3.01(a)(2), as the case may be, ratably and without preference or priority between the Secured Parties in the proportions that the part of the Amount Outstanding which is due in respect of, respectively, the 2014 Term Loan Debt (until the 2014 Term Loan Discharge Date), the 2014 RCF Debt, the 2014 Notes Debt (until the 2014 Notes Discharge Date) and the 2014 Reimbursement Debt at the date of such payment bears to the whole of the Amount Outstanding at such date. Pending such payment, such Distribution Moneys shall be held in a segregated interest-bearing deposit account, and interest thereon shall form part of the Distribution Moneys for payment under Section 3.01(a)(1) or 3.01(a)(2).

Notwithstanding any other provision of this Agreement, during the existence of a Foreign Exchange Event, none of the Secured Parties shall be required to share with the others any Distribution Moneys in a currency other than the local currency of the jurisdiction of such recovery (in this Section 3.01(c) referred to as the “Local Currency”) or proceeds of any Distribution Moneys which it recovers pro rata in accordance with Section 3.01(a) and 3.01(b) in any currency other than the Local Currency.

Until the 2014 Term Loan Discharge Date, the 2014 Term Loan Agent (acting on the instructions of the administrative agent or majority lenders under the 2014 Term Loan) shall be obliged to notify the 2014 RCF Agent, the 2014 Trustee (until the 2014 Notes Discharge Date) and the 2014 Guarantor, promptly:

in the event that the 2014 Term Loan Agent becomes aware that the 2014 Term Loan Security has become enforceable;

in the event that amounts outstanding in respect of the 2014 Term Loan Debt have become immediately due and payable under Section 6.01 of the 2014 Term Loan; and

upon first making demand with respect to all or any part of the 2014 Term Loan Debt.

The 2014 RCF Agent (acting on the instructions of the administrative agent or majority lenders under the 2014 RCF) shall be obliged to notify the 2014 Term Loan Agent (until the 2014 Term Loan Discharge Date), the 2014 Trustee (until the 2014 Notes Discharge Date) and the 2014 Guarantor, promptly:

in the event that the 2014 RCF Agent becomes aware that the 2014 RCF Security has become enforceable;

in the event that amounts outstanding in respect of the 2014 RCF Debt have become immediately due and payable under Section 6.01 of the 2014 RCF; and

upon first making demand with respect to all or any part of the 2014 RCF Debt.

Until the 2014 Notes Discharge Date, the 2014 Trustee shall be obliged to notify the 2014 Term Loan Agent (until the 2014 Term Loan Discharge Date), the 2014 RCF Agent and the 2014 Guarantor, promptly:

in the event that the 2014 Trustee becomes aware that the 2014 Notes Security has become enforceable;

in the event that amounts outstanding in respect of the 2014 Notes Debt have become immediately due and payable under Section 6.2 of the 2014 Indenture; and

upon first making demand with respect to all or any part of the 2014 Notes Debt.

The 2014 Guarantor shall be obliged to notify the 2014 Term Loan Agent (until the 2014 Term Loan Discharge Date), the 2014 RCF Agent and the 2014 Trustee (until the 2014 Notes Discharge Date) promptly:

in the event that the 2014 Guarantor becomes aware that the 2014 Reimbursement Security has become enforceable;

in the event that amounts outstanding in respect of the 2014 Reimbursement Debt have become immediately due and payable under Section 6.01 of the 2014 Reimbursement Agreement; and

upon the 2014 Guarantor first making demand with respect to all or any part of the 2014 Reimbursement Debt.

If any of the Security becomes enforceable, the 2014 Term Loan Agent (acting on the instructions of the administrative agent or majority lenders under the 2014 Term Loan and only until the 2014 Term Loan Discharge Date), the 2014 RCF Agent (acting on the instructions of the administrative agent or majority lenders under the 2014 RCF), the 2014 Trustee (acting on its own behalf and only until the 2014 Notes Discharge Date) and the 2014 Guarantor (acting on its own behalf) may (but shall not be obliged to) consult with the other Secured Parties and endeavour to agree a course of action under the Finance Documents. Notwithstanding the foregoing, at any time that any of the Security has become enforceable, the 2014 Term Loan Agent (acting on the instructions of the administrative agent or majority lenders under the 2014 Term Loan and only until the 2014 Term Loan Discharge Date), the 2014 RCF Agent (acting on the instructions of the administrative agent or majority lenders under the 2014 RCF), the 2014 Trustee (acting on its own behalf and only until the 2014 Notes Discharge Date) and the 2014 Guarantor (acting on its own behalf), may, by notice to the other Secured Parties (an “Enforcement Notice”), request a joint enforcement of the Security in accordance with paragraph (g).

For the avoidance of doubt, (i) following the 2014 Term Loan Discharge Date, the 2014 Term Loan Agent will not have any right or obligation to issue an Enforcement Notice, nor will the Secured Parties have any obligation to consult with or obtain the agreement of the 2014 Term Loan Agent to issue an Enforcement Notice and (ii) following the 2014 Notes Discharge Date, the 2014 Trustee will not have any right or obligation to issue an Enforcement Notice, nor will the Secured Parties have any obligation to consult with or obtain the agreement of the 2014 Trustee to issue an Enforcement Notice.

If an Enforcement Notice is served by the 2014 Term Loan Agent (acting on the instructions of the administrative agent or majority lenders under the 2014 Term Loan and only until the 2014 Term Loan Discharge Date), the 2014 RCF Agent (acting on the instructions of the administrative agent or majority lenders under the 2014 RCF), the 2014 Trustee (acting on its own behalf and only until the 2014 Notes Discharge Date) and/or the 2014 Guarantor (acting on its own behalf), then the Secured Parties shall (to the extent not already so due and payable) declare all amounts of the 2014 Term Loan Debt (until the 2014 Term Loan Discharge Date), the 2014 RCF Debt, the 2014 Notes Debt (until the 2014 Notes Discharge Date) and the 2014 Reimbursement Debt, respectively, to be immediately due and payable under Section 6.01 of the 2014 Term Loan, Section 6.01 of the 2014 RCF, Section 6.2 of the 2014 Indenture or Section 6.01 of the 2014 Reimbursement Agreement and shall co-operate with each other to enforce the Security on a pari passu basis and in accordance with the following provisions:

the 2014 Term Loan Security (until the 2014 Term Loan Discharge Date), the 2014 RCF Security, the 2014 Notes Security (until the 2014 Notes Discharge Date) and the 2014 Reimbursement Security shall be enforced jointly, including by means of an enforcement by the party holding the security right that is most senior in priority and, so far as practicable, by the same method;

such enforcement will be effected with the aim of maximising recoveries with the objective of achieving an expeditious realisation of assets subject to the Security; and

in the case of the exercise of a power of sale in accordance with the Security Documents, each of the Secured Parties shall execute such release or other necessary document (if any) so as to permit a good title free from any Security to be passed to the purchasers.

For the avoidance of doubt, neither the 2014 Term Loan Agent (acting on the instructions of the administrative agent or majority lenders under the 2014 Term Loan and only until the 2014 Term Loan Discharge Date), the 2014 RCF Agent (acting on the instructions of the administrative agent or majority lenders under the 2014 RCF), the 2014 Trustee (acting on its own behalf and only until the 2014 Notes Discharge Date) nor the 2014 Guarantor (acting on its own behalf) shall be prevented from separately commencing enforcement action under the 2014 Term Loan Security (until the 2014 Term Loan Discharge Date), the 2014 RCF Security, the 2014 Notes Security (until the 2014 Notes Discharge Date) or the 2014 Reimbursement Security (as applicable), at any time prior to an Enforcement Notice having been served by the other Secured Parties, provided that, such Secured Party seeking to enforce its Security has delivered an Enforcement Notice on the other Secured Parties prior to commencing such action.

Each of the Secured Parties shall keep the other Secured Parties informed of any proceedings to enforce the Security or any part thereof, any other proceedings against the Company and any other material matters which may affect the operation of this Agreement.

In each case in the absence of manifest error: (i) until the 2014 Term Loan Discharge Date, the entries made in the account maintained by the 2014 Term Loan Agent shall be conclusive evidence of the principal amount outstanding of the 2014 Term Loan Debt from time to time, (ii) the entries made in the account maintained by the 2014 RCF Agent shall be conclusive evidence of the principal amount outstanding of the 2014 RCF Debt from time to time, (iii) until the 2014 Notes Discharge Date, the global notes representing the 2014 Notes and the relevant entries thereon shall be conclusive evidence of the principal amount of the 2014 Notes Debt from time to time and (iv) the notification of the 2014 Guarantor to the Company pursuant to the 2014 Reimbursement Agreement shall be conclusive evidence of any amounts due with respect to the 2014 Reimbursement Debt from time to time.

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England.

Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity hereof, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force. There shall be one arbitrator and the appointing authority shall be the London Court of International Arbitration. The seat and place of arbitration shall be London, England and the English language shall be used throughout the arbitral proceedings. The Parties hereby waive any rights under the Arbitration Act 1996 or otherwise to appeal any arbitration award to, or to seek determination of a preliminary point of law by, the courts of England.

This Agreement shall bind and inure to the benefit of the respective successors and assigns of the parties hereto; provided, however, that none of the 2014 Term Loan Agent, the 2014 RCF Agent, the 2014 Trustee, or the 2014 Guarantor shall assign or transfer any interest it has under this Agreement or the Security unless the assignee or transferee undertakes to be bound by the provisions of this Agreement.

For the avoidance of doubt, the Obligors shall not have any rights under this Agreement, the provisions of which are only for the benefit of the 2014 Term Loan Agent (until the 2014 Term Loan Discharge Date), the 2014 RCF Agent, the 2014 Trustee (until the 2014 Notes Discharge Date), or the 2014 Guarantor (as applicable).

Except as provided in this Section 4.05, none of the terms of this Agreement are intended to be enforceable by any third party. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.