Exhibit 10.82.1


 


Agreement


to  Agency  Agreement  No. KT-355/1208 of December 29,
2008,


hereinafter referred to as the
Agency Agreement


 


	
  Moscow

  	
   

  	
  Date:
  December 29, 2008

  



 


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


 


Closed
Joint-Stock Company Kompaniya TSV
(OGRN 5077746859757), hereinafter referred to as the Agent,
represented by S.A. Vasiliev, General Director, acting on the basis of the
Articles of Association, on the other part,


 


hereinafter jointly referred to as the Parties, have signed this Agreement to the Agency Agreement
as follows:


 


Capitalized terms
used herein but not otherwise defined herein shall have the meanings defined in
the Agency Agreement.


 


1. For the purpose of
fulfilling the assignment stipulated by the terms and conditions of the Agency
Agreement, pursuant to which the Agent undertakes, in return for fee, to perform
at the Principal’s instruction, on its own behalf and at the Principal’s
expense, legal and other acts related to the sale to Clients of advertising
services rendered by the Principal from January 1, 2009, the Agent shall
perform, including, but not limited to, the following activities:


 


1.1.          The Agent shall provide the Principal with
access (via Interent, dial-up or dedicated line connection) to the localized
version of the Computer-Based Television Advertising Placement System
containing data on the placements of the Federal Advertising (hereinafter
referred to as the Federal Advertising TAPS) and shall maintain its proper
operation.


 


1.2. The Agent shall
provide weekly consultations and submit recommendations as regards  the programming of the Network Program Block:


 


1.2.1. The Agent shall carry
out the analysis of the current Network Program Block programming schedule:


 


·                                           Analysis of the
dynamics of the total television audience;


·                                           Analysis of the
dynamics of the Network share by the audience;


·                                           Analysis of the
dynamics of the television programs’ viewing time;


·                                           Generation of the
Network top-list;


·                                           Identification of the
least popular programs of the Network.


 


1.2.2. The Agent
shall carry out the analysis of the prospective Network Program Block schedule:


 


·                                           Study of prospects of
a new Network Program Block schedule from the point of view of the audience
viewing;


·                                           Analysis of prospects of
various options of programs’ relocation;


·                                           Analysis of prospects of
broadcasting films in the Network Program Block.


 


The results of said analysis
shall be delivered by the Agent in the form of oral reports to be presented on
a weekly basis at meetings of the Principal’s employees. If necessary (at the
Principal’s written instruction) recommendations proposed by the Agent shall be
documented on paper.


 


1.2.3. The Agent shall
analyze the commercial value of new television formats of the Principal
(television programs, feature films, etc.):


 


·                                           Identification of the
prospective target audience;


·                                           Elaboration of recommendations
for identifying the most effective arrangement in the Network Program Block.


 


The results of said analysis
shall be delivered by the Agent when requested at informational meetings of the
Principal’s employees. If necessary (at the Principal’s written instruction)
recommendations proposed by the Agent shall be executed on paper.


 


1.3.          The
Agent shall plan the broadcast schedule of the Federal Advertising blocks in
the Network Program Block.


 


1.4.          The
Agent shall determine if it is possible to broadcast social Federal Advertising
in the Network Program Blocks not booked for commercial advertising; the Agent
shall determine if it is


 

















 


possible to relocate commercial advertising
blocks so that the Principal may broadcast social advertising.


 


1.5.  For the purpose of generating quotations for
Clients with respect to Clients’ advertising placement orders as well as for
the purpose of planning and optimizing advertising campaigns in the Network
Program Blocks the Agent shall calculate the forecast share of the audience of
programs and advertising blocks and analyze its actual values. The Agent shall
also estimate forecast data on the total television audience volume.


 


1.6. For the purpose
of generating quotations for Clients to enable the latter to order advertising
services the Agent shall arrange the Federal Advertising TAPS as follows:


 


1.6.1. Transfer information
from the Network Program Block schedule received from the Principal on paper
(and/or in electronic form) to the Federal Advertising TAPS.


 


1.6.2. Currently update the information stored earlier
based on the information on changes in the Network Program Block schedule
received from the Principal.


 


1.6.3. Plan and optimize on a current basis in the Federal Advertising TAPS
advertising campaigns in the Network Program Block:


 


·  Conduct media planning (preparation of the
Federal Advertising placement schedules);


·  Review, adjust and update Federal
Advertising placement schedules delivered by third parties (advertisers or
other parties representing advertisers under corresponding agreements) and
store the final data in the Federal Advertising TAPS;


·  Currently update the advertising placement
schedules earlier stored into the Federal Advertising TAPS.


 


1.6.4. Compile and update on a continuous basis
in the Federal Advertising TAPS a catalogue listing names of: advertisers
(including advertising agencies representing advertisers’ interests), goods,
commercials, as well as compile and update a separate catalogue listing
advertising and informational materials stored in the archive (hereinafter
referred to as catalogues).


 


1.6.5. Edit in the Federal
Advertising TAPS the Network telemetry data against those of the Independent
Monitoring Company (bring the Network Program Block schedule in line with the
actual Network Program Block broadcast time: adjust the broadcast time of
programs, advertising blocks, etc.).


 


1.7. The Agent shall
check if the information contained in the Federal advertising and informational
materials broadcast within corresponding advertising blocks is consistent with
the Network creative concept.


 


1.8. The Agent shall regulate the Federal
Advertising volumes, including based on the advertiser and the advertised
product.


 


1.9. The Agent shall adapt advertising and
informational materials accepted to be broadcast under transactions conducted
by the Agent.


 


1.10. The Agent shall
generate a digital archive of the Federal Advertising and ensure the integrity
of advertising materials in electronic format during one year after the
corresponding advertising material is broadcast. At a special instruction of
the Principal particular advertising materials can be stored in the archive for
a longer period of time.


 


If necessary, the Agent shall be required to
provide the Principal with any advertising material.


 


1.11. The Agent shall check if the contents of
advertising materials under transactions conducted by the Agent are compliant
with effective Russian law.


 


1.12. The Agent shall deliver video tapes with
recorded advertisements to the Principal’s address (at: 2nd floor “Viedoteca”, Bldg. 1, 16 Dokukina
Street, Moscow). If necessary, within two days upon receipt (by telephone
and/or fax) of the Principal’s request, the Agent shall deliver advertising
materials to the Principal’s address anew (at: 2nd floor “Viedoteca”, Bldg. 1, 16 Dokukina
Street, Moscow).


 


1.13.  The Agent shall provide data required for
generating edit lists of the advertising schedules for broadcasting Federal
Advertising in the Network Program Block.


 


1.14. The Agent shall
provide data required for generating broadcast statements containing
information about placements of Federal Advertising, as regards all advertising
campaigns broadcast in the Network Program Block, taking into accout data of
the Independent Monitoring Company.


 


1.15. Organize and
handle operations related to the resolution of claims and disputes under
agreements signed with Clients that failed to complete transactions, after
analyzing circumstances under which the Principal’s services failed to be paid
for (the total term for the provision of services under Client Agreements, the
outstanding payment period, the Client’s creditworthiness and other factors
that


 


2

















 


can delay the Client’s payment for the
advertising services), including procedural assistance if said operations are
carried out by the Principal’s subdivisions.


 


1.16. The Agent shall
receive from Clients, register, systematize and deliver in electronic form and
on paper, in a format adapted for further use by the Principal, information
about music authors, texts and videos used in commercials broadcast in the
Network Program Block under transactions conducted by the Agent.


 


2. For the purpose of
performing the acts/actions specified in Paragraph 1 of this Agreement the
Agent may bring in third parties, in which case the Agent shall remain liable
to the Principal for any actions of said third parties; costs related to the
payment of third party services shall be paid for as per Paragraph 3 of this
Agreement.


 


3. The Parties hereby agree
that the agency fee payable by the Principal to the Agent pursuant to the terms
and conditions of the Agency Agreement, 
amounting to 12% of the Principal’s actual gross revenue, shall fully
cover the Agent’s costs incurred in connection with performing the activities
specified in Paragraph 1 of this Agreement, including any other reasonable and
commercially expedient expenses incurred by the Agent when the latter executes
the Principal’s assignment under the Agency Agreement; said costs and expenses
shall not be subject to be reimbursed by the Principal on a separate basis.


 


The Parties may agree
on special reimbursement of expenses that are not included into ordinary
expenses (expenses incurred by the Agent when conducting its ordinary business
as defined in the previous passage of this paragraph) that can be incurred,
however, by the Agent in special (extraordinary) cases and situations when the
Agent conducts its business as the Agent under the Agency Agreement, provided
that said expenses have been agreed upon by the Parties beforehand (prior to
the moment said expenses are incurred) and confirmed by the Agent’s reasonable
(supplied with corresponding documents) request.


 


4. This Agreement has
been executed and signed in two counterparts of equal legal effect, one for
each Party.


 


5. This Agreement
shall come into effect upon its signing and shall constitute an integral part
of the Agency Agreement.


 


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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