Exhibit 10.82.3


 


SURETY
DEED


TO AGREEMENT # KT-355/1208 dated December 29th, 2008


 


	
   

  	
  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, as the first party,


 


“Video
International” Group of Companies Closed Joint Stock Company (OGRN
1027739121497), hereinafter referred to as the “Surety”, represented
by its Vice-President for Financial, Economic and Administrative Issues Mr. A.I.Novikov,
acting on the basis of Power of Attorney #GK-62/0407 of April 02nd, 2007, as the second
party,


 


“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, as the third party, made this Deed
(hereinafter referred to as the “Deed”) as follows:


 


1. SUBJECT OF THE DEED


 


1.1. Under this Deed the
Surety agrees to be liable to the Principal for improper performance by the
Agent of any financial obligations arising out of Agreement #KT-355/1208 dated December 29th, 2008 (hereinafter referred to as the “Agency Agreement”) including the
following:


 


a) timely transfer to the Principal of any funds
received by the Agent from the advertising clients (Clauses 4.4, 4.7 of the
Agency Agreement) within the period prescribed by the Agency Agreement or by
law;


 


b)
payment by the Agent of the penalty at the rate of 0.1% (One tenth percent) of
any overdue payment for each banking day of delay (Clause 5.2 of the Agency
Agreement);


 


c) payment of a penalty to the Principal (Clause 8.2.1
of the Agency Agreement) within the terms specified in the Agency Agreement;


 


d) timely fulfillment of the guaranteed obligation for
payment of the customers’ overdue debt for advertising services (Clause 1 of
Additional Agreement #1 dated December 29th, 2008 to the Agency
Agreement) within the terms specified in Additional Agreement #1 dated December 29th, 2008 to the Agency
Agreement.


 


2. OBLIGATIONS OF THE PARTIES


 


2.1. The Surety shall be responsible to the Principal
jointly and severally with the Agent for improper fulfillment of the Agent’s
obligations listed in Clause 1.1 hereof under the Agency Agreement and Additional
Agreement #1 dated December 29th, 2008 to the Agency
Agreement to the same extent as the Agent within the term specified in the
Agency Agreement and Additional Agreement #1 dated December 29th, 2008 to the Agency
Agreement.


 


2.2. The liability of the Surety shall arise upon
non-performance and/or improper performance by the Agent of its obligations
listed in Clause 1.1 hereof under the Agency Agreement and Additional Agreement
#1 of December 29th, 2008 to the Agency Agreement.


 


2.3. The Agent shall promptly advise the Surety on all
and any failures to perform its obligations arising out of the Agency Agreement
and any circumstances affecting performance of the Agent’s obligations to the
Principal.


 


2.4. In case of failure to fulfill and/or improper
fulfillment by the Agent of its obligations to the Principal secured by this
Surety, the Principal shall have the right to either demand at its discretion
fulfillment of its obligations by the Agent or by the Guarantor or enforce the
collection from the Surety or the Agent in compliance with the procedure
established by law.


 


2.5. If the Surety has paid the amounts claimed by the
Principal under the obligation secured by the Surety, the Surety shall assume
all rights of the creditor (the Principal) with respect to the amounts of
actually paid claims. In addition to the amount actually paid to the Principal
the Surety shall be entitled to demand from the Agent the compensation for
damages, incurred in settling its liabilities.


 


2.6. Within three days after fulfillment by the Surety
of the Agent’s obligations under the Agency Agreement and/or Additional
Agreement #1 dated December 29th, 2008 to the Agency
Agreement, the Principal shall issue to the Guarantor the documents certifying
the Principal’s claims towards the Agent and transfer the rights under such
claim.


 


   3. SURETY  TERM  AND  TERMINATION


 


3.1. The Surety deed shall be in force for the entire
duration of the Agency Agreement.


 


The Principal, however, may not present its demand to
the Surety to pay any amounts under section 1.1. hereof after December 31st, 2010.


 


3.2.  The Surety shall
terminate:


 


a) in respect of the obligations under section 1.1.
hereof — if no demand for payment of the respective amounts is presented to the
Surety by the Principal by December 31st, 2010;


 

















 


b) if the Principal refused
to accept proper performance under the Agency Agreement and/or Additional
Agreement #1 dated December 29th,
2008 to the Agency Agreement as offered by the Agent or the Surety (this
provision shall apply only in respect of the Surety for a specific obligation
of the Agent, which the Principal has refused to accept and shall not terminate
the Surety Deed in its entirety);


 


c) in the event the Agent has properly performed all
of its obligations under the Agency Agreement secured by the Surety; and


 


d) in other cases provided by law.


 


4. PROCEEDINGS ON DISPUTES BETWEEN THE PARTIES


 


4.1.
Any differences and disputes arising out of this Surety Deed or in connection
therewith shall be settled by the Parties by negotiations.


 


4.2.
In case the parties fail
to settle any disputes by negotiations, such disputes shall be referred to the
Moscow Arbitrazh Court.


 


Executed in three counterparts with the same
legal effect with one for each Party.


 


Addresses and Banking Details of
the Parties:


 


Principal


 


“TV DARYAL” Closed Joint-Stock
Company


Address:
129515, Moscow,  4, Akademika Koroleva
Street, bld.4


Postal
address:  129226, Moscow,  16, Dokukina Street, bld.1


TIN
7716143718, KPP 771701001,
OGRN  1027739313205


s/a
40702810501600000917 with ALFA-BANK OAO Moscow, c/a 30101810200000000593,


BIC
044525593


Hard
currency account details:


«TV  DARYAL» ZAO


16, Dokukina
Str., 1, 129226, Moscow, Russian Federation


Beneficiary
account: 40702840101600000196


Swift:
CHASUSS33,


Correspondent
account # 400927098 with JPMorgan CHASE BANK,


New York, 4,
New York Plaza, N.Y. 10004, USA.


 


Surety


 


“Video International” Group of Companies Closed Joint-Stock Company 


Address and postal
address: 121359, Moscow,  25, Akademika
Pavlova Street


TIN 7721097496,


OGRN 1027739121497,


s/a
40702810038190102638 in the Kiev Department of Sberbank of Russia # 5278 OAO
Moscow,


c/a
30101810400000000225,


BIC 044525225.


 


Agent


 


“Kompaniya TSV” Closed
Joint-Stock Company


Address and postal address: 121359, Moscow,  25, Akademika Pavlova Street


TIN 7731568585, KPP 773101001, OGRN  5077746859757,


s/a 4070 2810 3382 6011 0108 in the Kiev Department of
Sberbank of Russia # 5278 OAO Moscow,


c/a 3010 1810 4000 0000 0225,


BIC 044525225.


 


Signatures of the Parties:


 


	
  Principal

  	
   

  	
  Surety

  	
   

  	
  Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ V.V. Kartashkov

  	
   

  	
  /s/ A.I. Novikov

  	
   

  	
  /s/ S.A. Vasiliev

  
	
  (V.V. Kartashkov) L.S.

  	
   

  	
  (A.I. Novikov) L.S.

  	
   

  	
  (S.A. Vasiliev) L.S.

  



 


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