Exhibit 10.63.1


 


AMENDMENT
NO. 1 TO


SHARE
PURCHASE AGREEMENT


 


THIS AMENDMENT NO. 1 dated as of October 2008
(the “Amendment”), to the Share Purchase Agreement dated as of December 18,
2007  (the “Agreement”), relating to Soho
Media LLC, a limited liability company organized under the laws of the Russian
Federation, registered by Interdistrict Tax Inspection No. 46, Moscow on November 16,
2007, registration number 1077762535916, having its registered office at 16-1
Valdayskiy proyezd, Moscow, Russia (the “Company”) is made by and between:


 


Mr. Serguey Anatolievich Kalvarsky, a
citizen of the Russian Federation, bearing passport number No 45 99 757647
issued by OVD Bogorodskoye, Moscow on February 2, 2000 with his registered
address at Russia, Moscow 107564, 3-4 Pogonniy proyezd, apt. 13, and Mr. Gennadiy
Nikolaevich Kuznetsov, a citizen of the Russian Federation, bearing passport
number No 40 04 908174 issued by 84 office of militia of Krasnoselsky district
of St. Petersburg on November 15, 2003 with his registered address at
Russia, St. Petersburg , 144/21 Prospect Veteranov, apt. 107 (each,  a  “Seller” and collectively, the  “Sellers”), from one
side, and CJSC “CTC NETWORK”, a company organised
and existing under the laws of the Russian Federation, having its registered
office at 3rd Khoroshevskaya str., 12, 123298, Moscow, Russia (“CTC
Network”), and CTC Media, Inc., a Delaware corporation with its registered
office at 2711 Centerville Road, Suite 400, Wilmington, Delaware, USA (“CTC
Media”), on the other side.  CTC Network and CTC Media
are hereinafter collectively referred to as the “Purchaser”.


 


WITNESSETH:


 


WHEREAS, the Purchaser and the Sellers
entered into the original Share Purchase Agreement on December 18, 2007;


 


WHEREAS, the Purchase and Sellers wish to
amend the Share Purchase Agreement as set forth herein;


 


NOW, THEREFORE, the party hereto agrees as
follows:


 


1.        AMENDMENTS


 


1.1      The
following sections of Article I (Definitions)
are hereby deleted in their entirety:


 


“1.10    Disability”;


 


“1.32    Termination
Without Cause”.


 


1.2      Clause (a)(i) of
Section 3.5 of the Agreement is hereby deleted in its entirety and
replaced with “[Deliberately Omitted]”.


 


1.3      Paragraph (b) of
Section 3.5 of the Agreement is hereby deleted and replaced with the
following:


 


1

















 


Each of the “2008 Earn Out
Payment”, the “2009 Earn Out Payment” and the “2010 Earn Out Payment” shall be
equal to the Ruble Equivalent of US$ 2,000,000 (two million) less the
sum of (1) the amount, if any, of Deduction 1 for such Financial Year, (2) the
amount, if any, of Deduction 2 for such Financial Year, (3) any
uncollectible accounts receivable or loans as provided in Article 7.6, (4) any
unpaid Damages as provided in Article 9, and (5) the amount of any deductions
that would have been made to an Earn Out Payment but for the fact that the
amount of such deduction would have put such Earn Out Payment below 0; provided,
however, that an Earn Out Payment can never be adjusted below 0.


 


1.4      Paragraph (g) of
Section 6.2 is hereby deleted in its entirety and replaced with the
following:


 


“(g)      Employment
Agreement


 


Mr. Kalvarsky may enter
into an employment agreement with the Company. 
Such employment agreement shall be in form and substance satisfactory to
the Purchaser and shall provide for a monthly salary of US$ 15,625 payable in
RUR based on the exchange rate set by the Central Bank of Russia on or around
the date of payment, and a discretionary performance bonus of up to 60% of
annual salary.”


 


2.        MISCELLANEOUS


 


2.1      Capitalized
terms used, but not defined, herein have the respective meanings ascribed to
them in the Agreement.


 


2.2      This Amendment together with the
Agreement (including the exhibits and Schedules thereto) constitutes the entire
agreement among the parties and supersedes any prior understandings, agreements
or representations by or among the parties, written or oral, with respect to
the subject matter hereof and thereof.


 


2.3      The Agreement remains in full
force and effect, except as specifically modified by this Amendment, and the
terms and conditions thereof, as specifically modified by this Amendment, are
hereby ratified and confirmed.


 


2

















 


IN WITNESS
WHEREOF, the Parties hereto have duly
executed this Amendment as of the day and year first above written.


 


	
  EXECUTED by

  	
   

  
	
  Serguey Anatolievich Kalvarsky

  	
  /s/ Serguey Anatolievich Kalvarsky

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED by

  	
   

  
	
  Gennadiy Nikolaevich Kuznetsov

  	
  /s/ Gennadiy Nikolaevich Kuznetsov

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED by

  	
   

  
	
  CJSC “CTC Networks”

  	
   

  
	
  acting by its General Director

  	
   

  
	
  Anton Vladimirovich Kudryashov

  	
  /s/ Anton Vladimirovich Kudryashov

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTED by

  	
   

  
	
  CTC Media, Inc.

  	
   

  
	
  acting by its President and

  	
   

  
	
  Chief Executive Officer

  	
   

  
	
  Anton Vladimirovich Kudryashov

  	
  /s/ Anton Vladimirovich Kudryashov

  



 


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