INDENTURE CONVENANTS

Under the terms of the indentures governing the 2014 Floating Rate Notes, the 2016 Fixed Rate Notes and the 2017 Fixed Rate Notes (the “2014 Indenture”, the “2016 Indenture” and the “2017 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 2017 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 at June 30, 2012, 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. 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 at June 30, 2012, there was US$ 1.4 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 and the 2017 Indenture:



	Issuer and Restricted Subsidiaries			Unrestricted Subsidiaries			Inter-group eliminations			Total
Consolidated Statement of Operations:
	For the Three Months Ended June 30, 2012
Net revenues	$	211,222		$	—		$	—		$	211,222
Depreciation of property, plant and equipment	9,867			—			—			9,867
Amortization of broadcast licenses and other intangibles	12,715			—			—			12,715
Operating income	23,653			(3		)	—			23,650
Net income attributable to CME Ltd.	$	2,985		$	971		$	—		$	3,956


	For the Six Months Ended June 30, 2012
Net revenues	$	378,655		$	—		$	—		$	378,655
Depreciation of property, plant and equipment	20,942			—			—			20,942
Amortization of broadcast licenses and other intangibles	25,198			—			—			25,198
Operating income	13,354			(7		)	—			13,347
Net (loss) / income attributable to CME Ltd.	$	(9,932	)	$	496		$	—		$	(9,436	)

Consolidated Balance Sheet:
	As at June 30, 2012
Cash and cash equivalents	$	123,387		$	1,427		$	—		$	124,814
Third party debt (1)	1,216,028			—			—			1,216,028
Total assets	2,596,917			1,474			(668		)	2,597,723
Total CME Ltd. shareholders' equity	$	1,028,435		$	705		$	—		$	1,029,140


(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 Three Months Ended June 30, 2011
Net revenues	$	247,754		$	1,943		$	(41	)	$	249,656
Depreciation of property, plant and equipment	13,960			533			—			14,493
Amortization of broadcast licenses and other intangibles	7,809			—			—			7,809
Operating income / (loss)	41,158			(1,685		)	—			39,473
Net income / (loss) attributable to CME Ltd.	$	4,859		$	(3,891	)	$	—		$	968


	For the Six Months Ended June 30, 2011
Net revenues	$	419,377		$	3,092		$	(41	)	$	422,428
Depreciation of property, plant and equipment	26,595			1,315			—			27,910
Amortization of broadcast licenses and other intangibles	15,436			—			—			15,436
Operating income / (loss)	37,042			(5,234		)	—			31,808
Net loss attributable to CME Ltd.	$	(9,800	)	$	(10,346	)	$	—		$	(20,146	)

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.