Exhibit 10.1


 


CTC MEDIA,
INC.


SECOND
AMENDMENT AGREEMENT


 


This Second Amendment
Agreement (this “Amendment”) is
made as of the 10th day of June 2010
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 “Original Agreement”), as amended
by the Amendment Agreement dated as of November 5, 2008 (the “First Amendment” and, together with the Original Agreement,
the “Agreement”).


 


B.            The Company and the
Stockholders entered into the First Amendment in connection with the election
of a tenth member to the Company’s Board of Directors.


 


C.            The Company and the
Stockholders desire to amend certain provisions of the Agreement to (i) extend
the term of the Agreement and (ii) to memorialize certain terms of the
Original Agreement in light of the fact that the Company’s Board of Directors
has been reduced to nine members.


 


D.            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 Section 1.1(a) of
the Original Agreement.


 


(b)           Section 1.1(i) of
the Agreement is hereby deleted in its entirety.


 


(c)           Section 8.3 of the
Agreement is hereby deleted in its entirety and replaced with the following:


 


“Termination.  This Agreement shall terminate on the earlier
to occur of (i) the date on which all Stockholders agree in writing to
terminate this Agreement and (ii) June 6, 2014; provided, however,
that Section 8.13 (Governing Law)
and Section 8.14 (Dispute Resolution)
shall survive termination hereof.”


 


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 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.


 


****


 


2

















 


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/ Hans-Holger
  Albrecht

  
	
   

  	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
  Print name:

  	
  Hans-Holger
  Albrecht

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mathias Hermansson

  
	
   

  	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
  Print name:

  	
  Mathias Hermansson

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ALFA CTC HOLDINGS LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charalambos Michaelldes

  
	
   

  	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
  Print name: Charalambos Michaelldes

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Maria Pitta

  
	
   

  	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
  Print
  name: Maria Pitta