Exhibit 10.1


 


CTC MEDIA, INC.


AMENDMENT AGREEMENT


 


This Amendment (this “Amendment”) is made as of the 5th day of
November, 2008 among CTC Media, Inc., a Delaware corporation (the “Company”), and the stockholders of the
Company listed on the signature pages hereto (individually, a “Stockholder” and collectively, the “Stockholders”).


 


Preliminary
Statements:


 


A.            The
Company and the Stockholders are party to that certain Stockholders’ Agreement
dated as of May 12, 2006 (the “Agreement”).


 


B.            MTG
Broadcasting AB, an original signatory to the Agreement, transferred all of its
Shares to MTG Russia AB, as permitted by and in accordance with the
Agreement.  Thereafter, MTG Russia AB
became a Stockholder to the Agreement by executing and delivering an Adoption
Agreement.  Therefore, all references to “MTG”
in this Amendment and in the Agreement shall hereinafter be references to MTG
Russia AB.


 


C.            Jaystone
Limited, an original signatory to the Agreement, changed its name to Alfa CTC
Holdings Limited.  In addition, as
permitted by and in accordance with the Agreement, all of the Shares previously
held by Alfa Capital Holdings (Cyprus) Limited are now held by Alfa CTC
Holdings Limited.  Therefore, all
references to “Alfa” in this Amendment and in the Agreement shall hereinafter
be references to Alfa CTC Holdings Limited.


 


D.            The
Company and the Stockholders desire to amend certain provisions of the
Agreement subject to the terms and conditions set forth in this Amendment.


 


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


 


In consideration of the mutual covenants
contained herein, and for other valuable consideration, receipt of which is
hereby acknowledged, the parties hereto agree as follows:


 


Agreements:


 


1.             Amendments.


 


(a)  
Section 1.1(a) of the Agreement is hereby deleted in its
entirety and replaced with the following:


 


“(a)         In
any and all elections of members of the Board, each Stockholder shall vote or
cause to be voted all Shares owned by it, or over which it has voting control,
and otherwise use its respective best efforts, so as to fix the number of
members of the Board at ten (10) for so long as Alexander Rodnyansky
remains a member of the Board and, otherwise, at nine (9) and, subject to
the provisions of paragraph (b) below, to elect:


 

















 


                (i)            three (3) members of the Board
designated by MTG, one of whom shall serve as a Co-Chairman of the Board for so
long as MTG has the right under paragraph (b) below to designate at least
one (1) member of the Board;


 


                (ii)           three (3) members of the Board
designated by Alfa, one of whom shall serve as a Co-Chairman of the Board for
so long as Alfa has the right under paragraph (b) below to designate at
least one (1) member of the Board;


 


                (iii)          three (3) additional members of
the Board (the “Independent Directors”)
designated by a simple majority of the entire Board as then constituted, each
of whom shall be ‘independent’ for audit committee purposes under the
applicable rules and regulations of the Securities and Exchange Commission
and the Marketplace Rules, and at least one of whom shall be a ‘Financial
Expert’ within the meaning of the applicable rules and regulations of the
Securities and Exchange Commission and the Marketplace Rules; and


 


                (iv)          Alexander Rodnyansky, for so long as (i) he
has not resigned or given notice that he does not wish to stand for re-election
and (ii) neither Alfa nor MTG has given written notice to the other and to
the Company that it no longer supports Mr. Rodnyansky as a member of the
Board.”


 


(b)  
The Agreement shall be further amended by adding a new subsection (i) to
Section 1.1 thereof, which Section 1.1(i) shall read as follows:


 


“(i)          If either Alfa or
MTG has given written notice to the other and to the Company that it no longer
supports Mr. Rodnyansky as a member of the Board, each Stockholder shall (i) use
its reasonable best efforts to cause its designees to the Board, if any, to
vote against any Board proposal to include Mr. Rodnyansky on the slate of
Director nominees in any and all elections of members to the Board, (ii) vote
or cause to be voted all Shares owned by it, or over which it has voting
control, against Mr. Rodnyansky’s re-election to the Board in any and all
elections of members to the Board, (iii) use its reasonable best efforts
to cause its designees to the Board, if any, to propose that the Board vote to
reduce the size of the Board from ten (10) to nine (9) persons and
vote in favor of such proposal or, failing that, propose in connection with the
next properly called meeting of stockholders that the size of the Board be
reduced from ten (10) to nine (9) persons and vote or cause to be
voted all Shares owned by it, or over which it has voting control, in favor of
such proposal and (iv) otherwise use its best efforts to effect the
foregoing.”


 


2.             General.


 


                (a)           Section Headings.  The section headings herein are for the
convenience of the parties and in no way affect the validity or enforceability
of any other provision of this Amendment.


 


                (b)           Severability.  The invalidity or unenforceability of any
provision of this Amendment shall not affect the validity or enforceability of
any other provision of this Amendment.


 


                (c)           Complete Agreement.  Except as expressly amended or waived hereby,
the Agreement remains in full force and effect. 
This Amendment, together with the Agreement, constitutes the entire
agreement and understanding of the parties hereto with 


 


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respect to the subject matter hereof, and supersedes
all prior agreement and understandings, whether written or oral, relating to
such subject matter.


 


                (d)           Counterparts; Facsimile
Signatures.  This Amendment may be
executed in any number of counterparts, each of which shall be deemed to be an
original, and all of which together shall constitute one and the same
document.  This Amendment may be executed
by facsimile signatures.


 


                (e)           Effectiveness.  This Amendment will become effective
immediately upon the adoption by the Board of an amendment to the Company’s
Amended and Restated By-laws in the form attached hereto as Exhibit A.


 


****


 


3

















 


IN WITNESS WHEREOF, this Amendment has been
executed by the parties hereto as of the day and year first written above.


 




	
   

  	
  CTC MEDIA, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Boris Podolsky

  
	
   

  	
   

  	
  Boris Podolsky

  	
   

  
	
   

  	
   

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MTG RUSSIA AB

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mathias Hermansson

  
	
   

  	
   

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
  Print name:

  	
  Mathias Hermansson

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hans-Holger Albrecht

  
	
   

  	
   

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
  Print name:

  	
  Hans-Holger Albrecht

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALFA CTC HOLDINGS
  LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Maria Pitta

  
	
   

  	
   

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
  Print name:

  	
  Maria Pitta

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charalambos Michaelldes

  
	
   

  	
   

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Print name:

  	
  Charalambos Michaelldes