Exhibit 10.2

 

AMENDMENT AGREEMENT No. 5

to

Agreement No. DTR-081-13/D-CTC-0199/2013

dated March 14, 2013

 

	
The City of Moscow
    	
August 3, 2015
    


 

THIS AMENDMENT AGREEMENT No. 5 (the “Amendment Agreement”) to Agreement No. DTR-081-13/D-CTC-0199/2013 dated March 14, 2013 (the “Agreement”) is made by and between:

 

“TELEVISION STATIONS NETWORKS” CLOSED JOINT STOCK COMPANY (“CTC Network”), organized and existing in the Russian Federation (the “Customer”), as represented by its General Director Elmira Makhmutova acting by virtue of the Customer’s Articles, on the one hand; and

 

RUSSIAN TELEVISION AND RADIO BROADCASTING CORPORATION (“RTRS”), a state-owned company organized and existing in the Russian Federation (the “Contractor”), as represented by Alexei Popov, First Deputy General Director for Economy and Finance, acting under Power of Attorney No. 01-12/199 dated April 21, 2015, on the other hand;

 

the Customer and the Contractor being hereinafter collectively referred to as the “Parties” and, each individually, as a  “Party”.

 

THE PARTIES HAVE AGREED AS FOLLOWS:

 

1.             The Parties have agreed on the following schedule for payment of unpaid bills under the Agreement for the period between March 14, 2013 up to and including June 24, 2015, in the total amount of  one hundred ninety-six million six hundred fifty-six thousand one hundred eighteen 13/100 rubles (RUB 196,656,118.13):

 

	
Payment date
    	
 
    	
Communication
   services fees, RUB
    	
 
    	
18% VAT
    	
 
    	
Total, RUB
    	
 
    
	
October 30,   2015
    	
 
    	
12 610 202.87
    	
 
    	
2 269 836.52
    	
 
    	
14 880 039.39
    	
 
    
	
November 30,   2015
    	
 
    	
12 610 202.87
    	
 
    	
2 269 836.52
    	
 
    	
14 880 039.39
    	
 
    
	
December 31,   2015
    	
 
    	
12 610 202.84
    	
 
    	
2 269 836.51
    	
 
    	
14 880 039.35
    	
 
    


 

	
Payment date
    	
 
    	
Downpayments, RUB
    	
 
    	
18% VAT
    	
 
    	
Total, RUB
    	
 
    
	
October 30,   2015
    	
 
    	
42 942 372.88
    	
 
    	
7 729 627.12
    	
 
    	
50 672 000.00
    	
 
    
	
November 30,   2015
    	
 
    	
42 942 372.88
    	
 
    	
7 729 627.12
    	
 
    	
50 672 000.00
    	
 
    
	
December 31,   2015
    	
 
    	
42 942 372.88
    	
 
    	
7 729 627.12
    	
 
    	
50 672 000.00
    	
 
    


 

2.               The Parties have agreed execute Exhibit 8 to the Agreement (Service Fee Downpayment Schedule), as attached hereto, with the effective date of July 1, 2015.

 

1











 

3.              Subject to Customer compliance with the service fee downpayment schedule mentioned in Clause 1 hereof, the Parties confirm that they have no claims against each other as to payment of any penalties related to performance of obligations under the Agreement in the period between March 14, 2013 and up to and including June 24, 2015.

 

4. This Amendment Agreement shall take effect as of the time of its execution by both Parties and shall apply to the Parties’ relations arising as of July 1, 2015.

 

5. The Parties agree to be governed by the Agreement and the applicable laws of the Russian Federation in any and all matters not expressly provided for herein.

 

6. This Amendment Agreement is made in two (2) counterparts having equal legal force, one for either Party.

 

7. Parties’ signatures:

 

	
For and on behalf of the Customer:
    	
 
    	
For and on behalf of the   Contractor: 
    
	
 
    	
 
    	
 
    
	
[signature]
    	
 
    	
[signature]
    
	
Elmira Makhmutova
    	
 
    	
Alexei Popov
    
	
General Director 
    	
 
    	
First Deputy General   Director for Economy and Finance
    
	
 
    	
 
    	
 
    
	
“Television Stations Networks” Closed Joint Stock   Company
    	
 
    	
Russian Television and Radio Broadcasting   Corporation
    
	
 
    	
 
    	
 
    
	
[seal]: “Television Stations Networks” Closed Joint   Stock Company
    	
 
    	
[seal]: Russian Television and Radio Broadcasting   Corporation
    


 

2











 

Exhibit 8

Agreement No. DTR-081-13/D-CTC-0199/2013 dated March 14, 2013

as amended by Amendment Agreement No. 5 dated August 3, 2015

 

SERVICE FEE DOWNPAYMENT SCHEDULE

 

	
Downpayment Made
    	
 
    	
Downpayment Credited Towards Service Fee
    	
 
    
	
Year
    	
 
    	
Month
    	
 
    	
Amount (incl. VAT),
   RUB
    	
 
    	
Year
    	
 
    	
Month
    	
 
    	
Amount (incl. VAT),
   RUB
    	
 
    
	
2014
    	
 
    	
July
    	
 
    	
38,340,000.00
    	
 
    	
2019
    	
 
    	
January
    	
 
    	
35,010,000.00
    	
 
    
	
 
    	
February
    	
 
    	
3,330,000.00
    	
 
    
	
2014
    	
 
    	
August
    	
 
    	
38,340,000.00
    	
 
    	
2019
    	
 
    	
February
    	
 
    	
31,680,000.00
    	
 
    
	
 
    	
March
    	
 
    	
6,660,000.00
    	
 
    
	
2014
    	
 
    	
September
    	
 
    	
38,340,000.00
    	
 
    	
2019
    	
 
    	
March
    	
 
    	
28,350,000.00
    	
 
    
	
 
    	
April
    	
 
    	
9,990,000.00
    	
 
    
	
2014
    	
 
    	
October
    	
 
    	
38,340,000.00
    	
 
    	
2019
    	
 
    	
April
    	
 
    	
25,020,000.00
    	
 
    
	
 
    	
May
    	
 
    	
13,320,000.00
    	
 
    
	
2014
    	
 
    	
November
    	
 
    	
38,340,000.00
    	
 
    	
2019
    	
 
    	
May
    	
 
    	
21,690,000.00
    	
 
    
	
 
    	
June
    	
 
    	
16,650,000.00
    	
 
    
	
2014
    	
 
    	
December
    	
 
    	
38,340,000.00
    	
 
    	
2019
    	
 
    	
June
    	
 
    	
18,360,000.00
    	
 
    
	
 
    	
July
    	
 
    	
19,980,000.00
    	
 
    
	
2015
    	
 
    	
January
    	
 
    	
31,670,000.00
    	
 
    	
2019
    	
 
    	
July
    	
 
    	
15,030,000.00
    	
 
    
	
 
    	
August
    	
 
    	
16,640,000.00
    	
 
    
	
2015
    	
 
    	
February
    	
 
    	
31,670,000.00
    	
 
    	
2019
    	
 
    	
August
    	
 
    	
18,370,000.00
    	
 
    
	
 
    	
September
    	
 
    	
13,300,000.00
    	
 
    
	
2015
    	
 
    	
March
    	
 
    	
31,670,000.00
    	
 
    	
2019
    	
 
    	
September
    	
 
    	
21,710,000.00
    	
 
    
	
 
    	
October
    	
 
    	
9,960,000.00
    	
 
    
	
2015
    	
 
    	
April
    	
 
    	
31,670,000.00
    	
 
    	
2019
    	
 
    	
October
    	
 
    	
25,050,000.00
    	
 
    
	
 
    	
November
    	
 
    	
6,620,000.00
    	
 
    
	
2015
    	
 
    	
May
    	
 
    	
31,670,000.00
    	
 
    	
2019
    	
 
    	
November
    	
 
    	
28,390,000.00
    	
 
    
	
 
    	
December
    	
 
    	
3,280,000.00
    	
 
    
	
2015
    	
 
    	
June
    	
 
    	
25,336,000.00
    	
 
    	
2019
    	
 
    	
December
    	
 
    	
25,336,000.00
    	
 
    
	
2016
    	
 
    	
July
    	
 
    	
14,217,133.00
    	
 
    	
2020
    	
 
    	
August
    	
 
    	
14,217,133.00
    	
 
    
	
2016
    	
 
    	
August
    	
 
    	
14,217,133.00
    	
 
    	
2020
    	
 
    	
September
    	
 
    	
14,217,133.00
    	
 
    
	
2016
    	
 
    	
September
    	
 
    	
14,217,133.00
    	
 
    	
2020
    	
 
    	
September
    	
 
    	
14,217,133.00
    	
 
    
	
2016
    	
 
    	
October
    	
 
    	
14,217,133.00
    	
 
    	
2020
    	
 
    	
September
    	
 
    	
14,217,133.00
    	
 
    
	
2016
    	
 
    	
November
    	
 
    	
14,217,133.00
    	
 
    	
2020
    	
 
    	
October
    	
 
    	
14,217,133.00
    	
 
    
	
2016
    	
 
    	
December
    	
 
    	
14,217,133.00
    	
 
    	
2020
    	
 
    	
October
    	
 
    	
14,217,133.00
    	
 
    
	
2017
    	
 
    	
January
    	
 
    	
14,217,133.00
    	
 
    	
2020
    	
 
    	
October
    	
 
    	
14,217,133.00
    	
 
    
	
2017
    	
 
    	
February
    	
 
    	
14,217,133.00
    	
 
    	
2020
    	
 
    	
November
    	
 
    	
14,217,133.00
    	
 
    


 

3











 

	
2017
    	
 
    	
March
    	
 
    	
14,217,133.00
    	
 
    	
2020
    	
 
    	
November
    	
 
    	
14,217,133.00
    	
 
    
	
2017
    	
 
    	
April
    	
 
    	
14,217,133.00
    	
 
    	
2020
    	
 
    	
November
    	
 
    	
14,217,133.00
    	
 
    
	
2017
    	
 
    	
May
    	
 
    	
14,217,133.00
    	
 
    	
2020
    	
 
    	
November
    	
 
    	
14,217,133.00
    	
 
    
	
2017
    	
 
    	
June
    	
 
    	
14,217,133.00
    	
 
    	
2020
    	
 
    	
November
    	
 
    	
14,217,133.00
    	
 
    
	
2017
    	
 
    	
July
    	
 
    	
14,217,133.00
    	
 
    	
2020
    	
 
    	
November
    	
 
    	
14,217,133.00
    	
 
    
	
2017
    	
 
    	
August
    	
 
    	
14,217,133.00
    	
 
    	
2020
    	
 
    	
November
    	
 
    	
14,217,133.00
    	
 
    
	
2017
    	
 
    	
September
    	
 
    	
14,217,133.00
    	
 
    	
2020
    	
 
    	
November
    	
 
    	
14,217,133.00
    	
 
    
	
2017
    	
 
    	
October
    	
 
    	
14,217,133.00
    	
 
    	
2020
    	
 
    	
November
    	
 
    	
14,217,133.00
    	
 
    
	
2017
    	
 
    	
November
    	
 
    	
14,217,133.00
    	
 
    	
2020
    	
 
    	
November
    	
 
    	
14,217,133.00
    	
 
    
	
2017
    	
 
    	
December
    	
 
    	
14,217,133.00
    	
 
    	
2020
    	
 
    	
December
    	
 
    	
14,217,133.00
    	
 
    
	
2018
    	
 
    	
January
    	
 
    	
14,217,133.00
    	
 
    	
2020
    	
 
    	
December
    	
 
    	
14,217,133.00
    	
 
    
	
2018
    	
 
    	
February
    	
 
    	
14,217,133.00
    	
 
    	
2020
    	
 
    	
December
    	
 
    	
14,217,133.00
    	
 
    
	
2018
    	
 
    	
March
    	
 
    	
14,217,133.00
    	
 
    	
2020
    	
 
    	
December
    	
 
    	
14,217,133.00
    	
 
    
	
2018
    	
 
    	
April
    	
 
    	
14,217,133.00
    	
 
    	
2020
    	
 
    	
December
    	
 
    	
14,217,133.00
    	
 
    
	
2018
    	
 
    	
May
    	
 
    	
14,217,133.00
    	
 
    	
2020
    	
 
    	
December
    	
 
    	
14,217,133.00
    	
 
    
	
2018
    	
 
    	
June
    	
 
    	
14,217,133.00
    	
 
    	
2020
    	
 
    	
December
    	
 
    	
14,217,133.00
    	
 
    
	
2018
    	
 
    	
July
    	
 
    	
14,217,133.00
    	
 
    	
2020
    	
 
    	
December
    	
 
    	
14,217,133.00
    	
 
    
	
2018
    	
 
    	
August
    	
 
    	
14,217,133.00
    	
 
    	
2020
    	
 
    	
December
    	
 
    	
14,217,133.00
    	
 
    
	
2018
    	
 
    	
September
    	
 
    	
14,217,133.00
    	
 
    	
2020
    	
 
    	
December
    	
 
    	
14,217,133.00
    	
 
    
	
2018
    	
 
    	
October
    	
 
    	
14,217,133.00
    	
 
    	
2020
    	
 
    	
December
    	
 
    	
14,217,133.00
    	
 
    
	
2018
    	
 
    	
November
    	
 
    	
14,217,133.00
    	
 
    	
2020
    	
 
    	
December
    	
 
    	
14,217,133.00
    	
 
    
	
2018
    	
 
    	
December
    	
 
    	
14,217,143.00
    	
 
    	
2020
    	
 
    	
December
    	
 
    	
14,217,143.00
    	
 
    
	
Total:
    	
 
    	
840,240,000.00
    	
 
    	
Total:
    	
 
    	
840,240,000.00
    	
 
    


 

	
For and on behalf of the Customer:
    	
 
    	
For and on behalf of the   Contractor: 
    
	
 
    	
 
    	
 
    
	
[signature]
    	
 
    	
[signature]
    
	
Elmira Makhmutova
    	
 
    	
Alexei Popov
    
	
General Director 
    	
 
    	
First Deputy General   Director for Economy and Finance
    
	
“Television Stations Networks” Closed Joint Stock   Company
    	
 
    	
Russian Television and Radio Broadcasting   Corporation
    
	
 
    	
 
    	
 
    
	
[seal]: “Television Stations Networks” Closed Joint   Stock Company
    	
 
    	
[seal]: Russian Television and Radio Broadcasting   Corporation
    


 

4