INDENTURE CONVENANTS

Under the terms of the indentures governing the 2014 Floating Rate Notes, the 2016 Fixed Rate Notes, the 2017 Fixed Rate Notes and the 2015 Convertible Notes (the “2014 Indenture”, the “2016 Indenture”, the “2017 Indenture” and the “2015 Indenture”, respectively), we are largely restricted from raising debt at the corporate level or making certain payments or investments if the ratio of Consolidated EBITDA to Consolidated Interest Expense (both as defined in the 2014 Indenture and 2016 Indenture) (the “Coverage Ratio”) is less than 2.0 times. For this purpose, the calculation includes CME Ltd. and its subsidiaries that are “Restricted Subsidiaries.” In addition, under the 2017 Indenture, CET 21 is restricted from incurring indebtedness if the ratio of Consolidated Indebtedness to Consolidated EBITDA of CET 21 (both as defined in the 2010 Indenture) and its Restricted Subsidiaries would exceed 2.25 times.

Subsidiaries may be designated as “Unrestricted Subsidiaries” and excluded from the calculation of Coverage Ratio by our Board of Directors. As of December 31, 2011, our Unrestricted Subsidiaries consisted of certain subsidiaries that formerly comprised the Pro.BG business in Bulgaria, CME Development Financing B.V. , the entity that funded those operations, and CME Austria GmbH. As at December 31, 2011, our Coverage Ratio was below 2.0 times. Therefore, our Restricted Subsidiaries are restricted from making payments or investments in total of more than EUR 80.0 million (approximately US$ 115.6 million) to our Unrestricted Subsidiaries. The integration of the operations of the Pro.BG business with the bTV group was completed in May 2011, and as a result, the Unrestricted Subsidiaries do not require additional financial support.

As of December 31, 2011, there was US$ 1.5 million of cash remaining in the Unrestricted Subsidiaries. There is no requirement to maintain a minimum cash balance in any of our Unrestricted Subsidiaries and we may choose to transfer the remaining funds to our Restricted Subsidiaries at any time.

Below is selected financial information for CME Ltd., its Restricted Subsidiaries and its Unrestricted Subsidiaries as required by the 2014 Indenture, the 2016 Indenture, the 2017 Indenture, and the 2015 Indenture:



	Issuer and Restricted Subsidiaries			Unrestricted Subsidiaries			Inter-group eliminations			Total
Consolidated Statement of Operations:
	For the Year Ended December 31, 2011
Net revenues	$	861,810		$	3,092		$	(120	)	$	864,782
Depreciation of property, plant and equipment	51,639			1,315			—			52,954
Amortization of broadcast licenses and other intangibles	34,881			—			—			34,881
Operating income / (loss)	12,129			(5,337		)	—			6,792
Net loss attributable to CME Ltd.	$	(140,946	)	$	(33,665	)	$	—		$	(174,611	)

Consolidated Balance Sheet:
	As at December 31, 2011
Cash and cash equivalents	$	184,935		$	1,451		$	—		$	186,386
Third Party Debt (1)	1,324,369			—			—			1,324,369
Total assets	2,864,664			1,451			(184,346		)	2,681,769
Total CME Ltd. shareholders' equity	$	1,183,974		$	1,327		$	(183,609	)	$	1,001,692


(1)	Third party debt is defined as credit facilities and capital leases or debt with entities that are not part of the CME Ltd. consolidated group.



	Issuer and Restricted Subsidiaries			Unrestricted Subsidiaries			Inter-group eliminations			Total
Consolidated Statement of Operations:
	For the Year Ended December 31, 2010
Net revenues	$	735,062		$	3,928		$	(1,856	)	$	737,134
Depreciation of property, plant and equipment	50,666			3,749			—			54,415
Amortization of broadcast licenses and other intangibles	25,987			—			—			25,987
Operating income / (loss)	53,482			(30,560		)	(45		)	22,877
Net (loss) / income attributable to CME Ltd.	$	(139,409	)	$	239,629		$	(45	)	$	100,175

Consolidated Balance Sheet:
	As at December 31, 2010
Cash and cash equivalents	$	219,789		$	24,261		$	—		$	244,050
Third Party Debt (1)	1,359,330			454			—			1,359,784
Total assets	3,212,077			37,942			(309,469		)	2,940,550
Total CME Ltd. shareholders' equity	$	1,493,511		$	(36,981	)	$	(229,651	)	$	1,226,879


(1)	Third party debt is defined as credit facilities and capital leases or debt with entities that are not part of the CME Ltd consolidated group.



	Issuer and Restricted Subsidiaries		Unrestricted Subsidiaries			Inter-group eliminations		Total
Consolidated Statement of Operations:
	For the Year Ended December 31, 2009
Net revenues	$	678,424	$	3,521		$	—	$	681,945
Depreciation of property, plant and equipment	48,894		2,697			—		51,591
Amortization of broadcast licenses and other intangibles	18,373		1,546			—		19,919
Operating income / (loss)	91,464		(130,435		)	—		(38,971		)
Net (loss) / income attributable to CME Ltd.	$	63,448	$	(160,605	)	$	—	$	(97,157	)