Exhibit 10.82.2


 


Additional  Agreement #1


to  Agency  Agreement # KT-355/1208 dated  December 29th, 2008


(hereinafter referred to as the “Agency
Agreement”)


 


	
  Moscow

  	
   

  	
  December 29th, 2008

  



 


“TV DARYAL” Closed Joint-Stock Company (OGRN
1027739313205), hereinafter referred to as the “Principal”, represented by its General Director
V.V.Kartashkov, acting on the basis of the Articles, on the one part, and


 


“Kompaniya TSV” Limited Liability Company
(OGRN 5077746859757), hereinafter referred to as the “Agent”, represented by its General Director S.A. Vasiliev,
acting on the basis of the Articles, on the other part, have made this
Additional Agreement to the Agency Agreement as follows:


 


Capitalized terms used herein and not otherwise defined herein shall
have the meaning ascribed to such terms in the Agency Agreement.


 


1. The Agent
guarantees the payment to the Principal at its expense of the amounts overdue
for the advertising services from 6.00 a.m. (Moscow time) on January 01st, 2009 under Client Agreements
made directly by the Agent during the term of the Agency Agreement subject to
existence of each of the following conditions:


 


1.1. The Client has not paid in full or in part for the advertising
services. In such case the Agent guarantees solely the payment of the principal
amount of debt (i.e. the amounts due for the advertising services and not the
penalties, termination fees, etc.);


 


1.2. The amounts have remained outstanding for 180 (One Hundred Eighty)
calendar days or longer, counting from the first day following the date the
services acceptance statement was executed under the respective agreement;


 


1.3. The total amount of indebtedness of all Clients outstanding for
over 180 (One Hundred Eighty) calendar days exceeds the doubtful debt threshold
set forth in section 2 of this Additional Agreement.


 


1.4. The Client has not objected against the claims for payment of the
outstanding amounts on the basis of improper performance or non-performance of
the agreement for advertising services by the Principal and/or existence of the
counterclaims against the Principal.


 


1.5. The systemic risk as defined in section 5 hereof has not
materialized.


 


2. The doubtful debt
threshold shall be defined by the Parties as the amount equal to 0.05% of the
Principal’s Gross Target Sales Revenues (including VAT) for the respective
calendar year of the term of the Agency Agreement.  The Principal’s Gross Target Sales Revenues
are further defined by the Parties as the Principal’s projected gross
advertising revenues based on the Principal’s forecasts for the respective
calendar year.


 


The Parties shall determine annually by March 31st of each calendar year the doubtful debt
threshold expressed as an exact amount, by executing a protocol to this
Additional Agreement.  Such doubtful debt
threshold shall be updated by January 20th of
each following calendar year and shall be equal to 0.05% of the Principal’s
Actual Gross Sales Revenues for the prior calendar year.


 


3. The terms and
conditions for performance by the Agent of its obligations set forth in section
1 of this Additional Agreement:


 


3.1. The amount of the Agent’s guarantee (hereinafter “guarantee
obligation amount”) shall be determined using the formula below:


 





 


where:


 


P i is the guarantee obligation
amount as determined for i-quarter of the respective calendar year.


 


bD i is the amount overdue from the Clients as at
the end of i-quarter of the respective calendar year, based on section 1 of
this Additional Agreement, net of any debt settled by the Clients and/or paid
by the Agency.


 

















 


L is the  doubtful debt threshold
set for the respective calendar year according to section 2 of this Additional
Agreement.


 


i is a sequential number for the quarter of the respective calendar
year (1 to 4).


 


The calculation shall be made for one calendar year and there shall be
no carry over to the following year.


 


3.2. The Agent’s guarantee obligation amount to be paid to the
Principal shall be determined by the Parties within 10 (Ten) business days
after the end of the respective quarter and set forth in the respective
Statement.  The Agent shall perform its
obligations to pay the guarantee obligation amount within 10 (Ten) banking days
from receipt of the respective claims from the Principal issued pursuant to the
respective Statement.


 


4. As soon as the
Agent has paid its guarantee obligation amount to the Principal with respect to
the amounts overdue from the Clients the Agent’s obligation to transfer the
funds under the Agency Agreement in respect of the agreement with the
non-paying Client shall terminate to the extent of the Client’s indebtness has
been paid by the Agent, and the Agent shall become the creditor of such
non-paying Client in its own right rather than to the benefit of the Principal
with respect to the amount of the Client’s indebtedness paid by the Agent to
the Principal as shown by the respective calculation.   If the Client, which overdue payment
obligation has been settled to the Principal by the Agent (paid at its own
expense) pursuant to the procedure described above, pays to the Agent or the
Principal the debt earlier paid by the Agent, the Principal agrees that the
indebtedness amount so paid by the Client shall be retained by the Agent.


 


5. The Parties
define the systemic risk as the occurrence of the events that result in the significantly
decreased ability of the Clients generally to pay their accounts payable and/or
the inability of the Principal to perform its obligations, such as:


 


· sovereign default -  the refusal of the Russian government to
repay government debt and debt issued under government guarantees or agreement
on significant deferral due to inability of the Russian government to meet its
repayment obligations in respect of the above debt;


· sovereign credit rating of the Russian
Federation downgraded to D by Standard & Poor’s (S&P);


· foreign exchange trading in the US dollar or the
Euro ceases for longer than 90 (Ninety) consecutive calendar days.


 


6. The Parties agree
that the obligations assumed by the Agent (as set forth in sections 1 to 5
hereof) shall constitute material conditions of the Agency Agreement and this
Additional Agreement and, notwithstanding any provision of this Additional
Agreement or the Agency Agreement to the contrary, that their unilateral
modification by the Agent (including through court proceedings) shall entitle
the Principal to terminate the Agency Agreement without payment of any
termination fees (provided by section 8.2.1 of the Agency Agreement).


 


7. The Parties agree that the Agency Fee payable to the
Agent by the Principal in accordance with the terms and conditions of the
Agency Agreement of 12% (Twelve percent) of the Principal’s Actual Gross
Revenues shall include the compensation for the actions/activities set forth
in  section 1 of this Additional
Agreement.


 


8. This Additional
Agreement is made in duplicate with the same legal effect with one copy for
each Party.


 


9. This Additional
Agreement shall take effect upon signing and shall form an integral part of the
Agency Agreement.


 


2

















 


Signatures and Seals of the Parties:


 


	
  Principal:

  	
   

  	
  Agent:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ V.V. Kartashkov

  	
   

  	
  /s/ S.A. Vasiliev

  
	
   

  	
   

  	
   

  
	
  (V.V. Kartashkov) L.S.

  	
   

  	
  (S.A. Vasiliev) L.S.

  



 


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