Contract Assignment between CME Media Enterprises B.V., Central European Media Enterprises Ltd. and European Bank for Reconstruction and Development, dated July 21, 2006

1.

Interpretation

3

2.

Assignment

5

3.

Preservation Of Security

7

4.

Representations And Warranties

7

5.

Encumbrances And Disposals

8

6.

Undertakings

8

7.

Enforcement Of Security

8

8.

Receiver

9

9.

Application Of Proceeds

9

10.

Power Of Attorney

10

11.

Waivers and Remedies

10

12.

Changes to the Parties

11

13.

Severability

11

14.

Costs and Expenses

11

15.

Counterparts

11

16.

Release

11

17.

English Language

12

18.

Notices

12

19.

Privileges and Immunities

13

20.

Waiver of Sovereign Immunity

13

21.

Governing Law

13

22.

Jurisdiction

13

SCHEDULE 1 Form of Notice of Assignment

18

SCHEDULE 2 Form of Acknowledgment of Assignment

21

(1)

CME MEDIA ENTERPRISES B.V., a company organized under the laws of the Netherlands, and having its registered office at Dam 5B, 1012 JS Amsterdam, the Netherlands ("CME ME");

(2)

CENTRAL EUROPEAN MEDIA ENTERPRISES LTD., a company incorporated under the laws of Bermuda, and having its registered office at Clarendon House, 2 Church Street, Hamilton, HM 11 Bermuda ("CME Ltd"); and

(3)

EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT (the "Assignee").

(A)

Each Assignor (as such term is defined below) is entering into this Assignment in connection with the Loan Agreement (as such term is defined below):

(B)

The Assignee and each Assignor intend this document to take effect as a deed (even though a Party may only execute it under hand).

1.1

Capitalized terms not otherwise defined herein shall, unless the context requires otherwise, bear the meaning ascribed thereto in the Loan Agreement:

"Assigned Contract"

means the Framework Agreement, as amended or supplemented from time to time;

"Assigned Rights"

means all present and future rights, title and interest of each Assignor in, under and to the Framework Agreement including, without limitation, the right of each Assignor to receive all amounts payable under the Framework Agreement and all present and future claims, causes of action, payments and proceeds in respect thereof, whether now or in the future;

"Assignors"

means CME ME and CME Ltd and "Assignor" means, as appropriate, CME ME or CME Ltd;

"Business Day"

means, in respect of any day, a day on which banks are generally open for transactions in London and New York;

"Election Notice"

has the meaning given in Schedule 1 hereto;

"Event of Default"

has the meaning given in the Loan Agreement;

"Framework Agreement"

means the Framework Agreement among CME ME, CME Ltd and PPF dated December 13, 2004 as amended on May 2, 2005;

"Loan Agreement"

means the Loan Agreement dated on or about the date hereof between CME Ltd. and the Assignee;

"PPF"

means PPF (Cyprus) Ltd, a company organized under the laws of the Republic of Cyprus with registered number HE 92433, and having its registered office at Arch. Makariou III, 2-4, Capital Center, 9th Floor, PC 1505, Nicosia, Cyprus;

"Receiver"

has the meaning given in Clause 8 hereof;

"Secured Liabilities"

means all present and future moneys, debts and liabilities due, owing or incurred by the Assignors to the Assignee under or in connection with the Financing Agreements (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently and whether as principal, surety or otherwise);

"Security Assets"

means the Assigned Rights, being the assets the subject of the security created hereunder;

"Security Documents"

has the meaning given in the Loan Agreement;

"Security Interest"

means any mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having the effect of conferring security; and

"Security Period"

means in respect of the Security Assets, the period beginning on the date hereof and ending on the date upon which all the Secured Liabilities which have arisen have been unconditionally and irrevocably paid and discharged in full or the security created hereby has been unconditionally and irrevocably released and discharged.

1.2

(a)

references to a "person" shall means any individual, firm, company, government, state or agency of a state, local or municipal authority, or any joint venture association or partnership (whether or not having separate legal personality),

(b)

references to this Assignment, the other Financing Agreements or any other document referred to herein is a reference to this Assignment, the other Financing Agreements or such other document as amended, varied, novated or supplemented at any time,

(c)

references to Clause and Schedule headings are for ease of reference only

(d)

any reference to the "Assignee" or the "Assignor" shall include its and any subsequent successors and any permitted transferees in accordance with their respective interests; and

(e)

an amount shall be considered to be "irrevocably paid" if it is not capable of being avoided or reduced by virtue of any bankruptcy, insolvency, liquidation or similar laws.

1.3

(a)

As a continuing security for the payment, discharge and performance of all the Secured Liabilities, at any time owed or due to the Assignee, each Assignor unconditionally and irrevocably assigns and agrees to assign absolutely with full title guarantee (save for those security interests already created and existing and notified to the Assignee), its rights, title and interest in respect of the Security Assets to and in favour of the Assignee;

(b)

The Assignors and the Assignee shall forthwith give notice of the assignment, to be effected in accordance with Clause 2(a), of the Assignors’ rights, title and interest in and to the Security Assets by:

(i)

sending a notice of assignment to PPF substantially in the form set out in Schedule 1 with such amendments as the Assignee may agree; and

(ii)

the Assignors using their best endeavours to procure that PPF acknowledges the notice of assignment substantially in the form set out in Schedule 2 with such amendments as the Assignee may agree.

(c)

Each Assignor shall promptly execute all documents and do all things and take whatever action the Assignee or a Receiver may reasonably require to:

(i)

perfect or protect the Security Interest created by this Assignment; and

(ii)

facilitate the realisation of any Security Asset or the exercise of any right, power or discretion exercisable by the Assignee or any Receiver or any of its or their delegates or sub-delegates in respect of any Security Asset,

(d)

Notwithstanding anything contained herein:

(i)

the Assignors shall remain liable under the Assigned Contract to perform all the obligations assumed by them thereunder; and

(ii)

the Assignee shall not be under any obligations or liability under the Assigned Contract, other than in connection with exercising its rights thereunder or be liable to make any payment thereunder.

(e)

The Parties agree that at any time other than when an Event of Default has occurred and is continuing, the Assignors shall be permitted to exercise each of the Assigned Rights without restriction.

3.1

3.2

4.1

4.2

4.3

4.4

4.5

(a)

conflict with any law or regulation or judicial or official order;

(b)

conflict with its constitutional documents; or

(c)

conflict with any document which is binding upon it or its assets.

(a)

create or permit to subsist any Security Interest upon all or any part of the Security Assets other than the security created hereunder; or

(b)

assign, transfer or otherwise dispose of the Assigned Contract except in circumstances contemplated in the Assigned Contract.

(a)

it shall not do or permit to be done anything which would materially prejudice the rights of the Assignee in the Security Assets (except as expressly contemplated in the Assigned Contract); and

(b)

it shall not vary or amend any material provisions of the Assigned Contract in any way that is materially adverse to the interests of the Assignee pursuant to this Assignment.

7.1

(a)

to take possession of, get in and collect the Security Assets, and to require payment to it of any revenues deriving therefrom;

(b)

to recover and collect all receivables and to give a good receipt therefor on behalf of each of the Assignors;

(c)

to perform or vary any of the Assigned Rights and/or rights under the Assigned Contract;

(d)

subject to the terms of the Assigned Contract, to assign any part or all of the Security Assets to any person on such terms as the Assignee considers appropriate;

(e)

to settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person who is or claims to be a creditor of either Assignor or relating to the Assigned Rights and/or the Assigned Contract;

(f)

to bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Assigned Rights and/or the Assigned Contract; and

(g)

to set-off any moneys comprised in the Security Assets against such or any of the Secured Liabilities.

7.2

(a)

In addition to the powers conferred above, at any time when the security hereby created is enforceable the Assignee may appoint in writing a receiver or a receiver and manager (a "Receiver") of all or any part of the Security Assets and remove any Receiver so appointed and appoint another in his place and may from time to time fix the remuneration of any such Receiver.

(b)

The Assignee may by instrument in writing delegate to any such Receiver all or any of the rights, powers and discretions vested in it by this Assignment.

(c)

Such Receiver shall be the agent of the Assignor but notwithstanding this position, as between the Assignors and the Assignee, the Assignee shall be responsible for his acts and defaults and be liable on any contracts made by him, save to the extent that the Assignors would be responsible pursuant to the Loan Agreement for such acts or defaults if performed by the Assignee or be liable on any such contracts if made by the Assignee.

(a)

in satisfaction of, or provision for, all costs and expenses incurred by the Assignee or any Receiver (including but not limited to costs and expenses incurred by the Assignee or any Receiver in the course of exercising any rights hereunder) and of all remuneration due to any Receiver under this Assignment;

(b)

in or towards payment of the Secured Liabilities or such part of them as is then due and payable; and

(c)

subject to the terms of the Loan Agreement, in payment of the surplus (if any) to the Assignor entitled to it.

(a)

Each Assignor hereby by way of security for the ultimate balance of the Secured Liabilities irrevocably appoints the Assignee and any Receiver appointed by the Assignee jointly or severally as its attorney(s) on its behalf and in its name to exercise the rights (to the extent that such rights are enforceable at the relevant time) conferred on the Assignee pursuant to this Assignment in relation to the Security Assets.

(b)

The Assignee may, at any time when an Event of Default is continuing which has not been waived by the Assignee:

(i)

ask, require, demand, receive and give acquittance for any sum forming part of the Security Assets;

(ii)

endorse any cheques or other instruments or orders in connection therewith; and

(iii)

make any claims or take any action or institute any proceedings which may be necessary or advisable to protect the interests of the Assignee in all or any part of the Security Assets.

(a)

may be exercised as often as necessary;

(b)

are cumulative and are not exclusive of its rights under general law; and

(c)

may be waived only in writing and specifically.

(a)

the validity, legality or enforceability in that jurisdiction of any other provision of this Assignment; or

(b)

the validity, legality or enforceability in other jurisdictions of that or any other provision of this Assignment.

Attn:

Managing Director

Fax:

+31 20 ###-###-####

Attn:

General Counsel

Fax:

+44 ###-###-####

Attn:

General Counsel

Fax:

+44 ###-###-####

Attn:

Operation Administration Unit

Fax:

+44-20-7338-6100

(a)

Any dispute, controversy or claim arising out of or relating to this Assignment, 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 a determination of a preliminary point of law by, the courts of England. The arbitral tribunal shall not be authorised to take or provide, and the Assignors agree that it shall not seek from any judicial authority, any interim measures of protection or pre-award relief against the Assignee, any provisions of UNCITRAL Arbitration Rules notwithstanding. The arbitral tribunal shall have authority to consider and include in any proceeding, decision or award any further dispute properly brought before it by the Assignee (but no other party) insofar as such dispute arises out of any Financing Agreement, but, subject to the foregoing, no other parties or other disputes shall be included in, or consolidated with, the arbitral proceedings.

(b)

Notwithstanding Clause 22(a), this Assignment and the other Financing Agreements, and any rights of the Assignee arising out of or relating to this Assignment or any other Financing Agreement, may, at the option of the Assignee, be enforced by the Assignee in the courts of Netherlands, Bermuda, or England or in any other courts having jurisdiction. For the benefit of the Assignee, each Assignor hereby irrevocably submits to the non-exclusive jurisdiction of the courts of England with respect to any dispute, controversy or claim arising out of or relating to this Assignment or any other Financing Agreement, or the breach, termination or invalidity hereof or thereof. Each Assignor hereby irrevocably designates, appoints and empowers CME Development Corp. at its registered office (being, on the date hereof, at Aldwych House, 81 Aldwych, London WC2B 4HN, England) to act as its authorised agent to receive service of process and any other legal summons in England for purposes of any legal action or proceeding brought by the Assignee in respect of any Financing Agreement. Each Assignor hereby irrevocably consents to the service of process or any other legal summons out of such courts by mailing copies thereof by registered airmail postage prepaid to its address specified herein. Each Assignor covenants and agrees that, so long as it has any obligations under this Assignment, it shall maintain a duly appointed agent to receive service of process and any other legal summons in England for purposes of any legal action or proceeding brought by the Assignee in respect of any Financing Agreement and shall keep the Assignee advised of the identity and location of such agent. Nothing herein shall affect the right of the Assignee to commence legal actions or proceedings against the Assignors in any manner authorised by the laws of any relevant jurisdiction. The commencement by the Assignee of legal actions or proceedings in one or more jurisdictions shall not preclude the Assignee from commencing legal actions or proceedings in any other jurisdiction, whether concurrently or not. Each Assignor irrevocably waives any objection it may now or hereafter have on any grounds whatsoever to the laying of venue of any legal action or proceeding and any claim it may now or hereafter have that any such legal action or proceeding has been brought in an inconvenient forum.

(c)

The Assignors agree to the provisions of this Clause 22 solely because the counterparty to this Agreement as at the date hereof is the Assignee.

By:

/s/ Alphons van Spaendonck

Name: Alphons van Spaendonck

Title:  Managing Director

By:

/s/ Henk van Wijlen

Name: Pan-Invest, B.V.

Title: Managing Director

By:

/s/ Michael Garin

Name: Michael Garin

Title: Chief Executive Officer

By:

/s/ David Cooper

Name: David Cooper

Title: Acting Director - Telecoms, Informatics and Media

From:

CME MEDIA ENTERPRISES B.V.; and

To:

PPF (CYPRUS) LTD

(1)

The Assignors continue to be solely responsible to you for the performance of their obligations under the Contract and the Assignee shall not be under any obligation or liability under the Contract by reason of the Assignment or anything arising therefrom.

(2)

From the date hereof you should perform all of your obligations under the Contract (including the making of any payments pursuant to the Contract) in accordance with these instructions.

(3)

The Assignee has agreed that until such time when the Assignee has delivered to you written notice of its election to exercise the Assignors’ rights under the Contract (an "Election Notice"):

(i)

you should continue to pay to the Assignors any sums which you may become obliged to pay to each of them under the Contract,

(ii)

each Assignor shall remain entitled to exercise all of its rights, powers and discretions relating to the Contract without any restriction and without the consent of the Assignee,

(iii)

each Assignor shall remain entitled to deal with you in respect of any provision of the Contract or give consent relating to any provision of the Contract without the prior consent of the Assignee; and

(iv)

you should continue to give notices in relation to the Contract to the Assignors.

(4)

The Assignors instruct you, at any time after the Assignee has delivered to you an Election Notice, to comply with any payment or other instructions contained therein or in any subsequent written notice to you from the Assignee, including without limitation any instruction to pay to such account as the Assignee may nominate the full amount of any sums which you may become obliged to pay to the Assignors under the Contract, provided always that any such instructions do not exceed the rights of the Assignors pursuant to the Contract.

(5)

Save as set out above, the Assignment does not affect your rights or obligations under the Contract.

Attention:

Operation Administration Unit

Fax:

+44-20-7338-6100

From:

PPF (CYPRUS) LTD

To:

EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT (the "Assignee")

Copy:

CME MEDIA ENTERPRISES B.V. and