Confidential Materials
  omitted and filed separately with the

  	
   

  
	
  Securities and
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Exhibit
10.57


(Amendment to umbrella agreement


in respect of placement


of regional advertising


 for members of


Television
Station Groups)


Supplementary Agreement to
Agreement No VT-23/0106 dated January 30, 2006.


	
  Moscow

  	
  11 July 2007.

  



 


CTC Media, Inc.,
a Delaware corporation, hereinafter referred to as “CTC”,
represented by its President and Chief Executive Officer Mr. A.E. Rodnyansky,
acting pursuant to the resolution of the Board of Directors of 02.08.04 and
Chief Operating Officer V.S. Khanumyan, acting pursuant to the power of
attorney No 99NP of September 21, 2004, as a first party,


Closed Joint Stock Company “Video
International “Trend” (OGRN 1027700294071 of October 9,
2002), hereinafter referred to as the “Agency”,
represented by its Deputy General Director for Sales and Regional Network
Development Ms. T.A. Vavilova, acting pursuant to the power of
attorney of April 5, 2007, as a second party,


and Closed Joint
Stock Company “Video International Group of Companies”, hereinafter referred to as the “Company”, represented by its General Director Mr. S.A.
Vasiliev, acting pursuant to the Charter, as a third party,


hereinafter referred to
as the “Parties”, executed this Supplementary
Agreement to Agreement No VT-23/0106 dated January 30, 2006 (hereinafter
referred to as the “Agreement”) as
follows:


1. The Parties agree to vary their arrangements relating to their
cooperation in marketing of the broadcast advertising of The First
Entertainment CTC and Domashny
television channels (hereinafter collectively referred to as the “TV Channels”).


Pursuant to section 1 of the Agreement, the Parties
hereby approve the form of the agency contract (Appendix 1 hereto, hereinafter
referred to as the “Broadcaster Contract”),
which will be recommended to the network participants/broadcasters of CTC and
Domashny TV, listed in Appendix 2 hereto 
(hereinafter referred to as
the “Broadcasters”) for execution with the Agency and/or subsidiary and
associated companies of CJSC “Group Trend “Video International” (hereinafter referred to as the “Agency Companies”) and shall apply to
the relations between the Parties as of April 1, 2007, in accordance with which
the latter shall be granted exclusive rights up to December 31, 2010 to sell
for the benefit of the Broadcasters regional advertising in the broadcasts of
the Broadcasters’ TV Channels to third party advertisers (hereinafter referred to as 



 1
 









“Regional
Advertising”). The Parties agree that amendments to the form of the
Broadcaster Contract shall only be possible with the consent of the Parties
hereto.


2. The Parties establish the
following financial arrangements for their cooperation:


2.1.
For the purpose of this Supplementary Agreement the definitions below have the
following meanings:


Consolidated Minimum Sales means the aggregate minimum sales by
the Agency/Agency Companies of the Broadcasters’ Regional Advertising,  consisting  of the
individual minimum sales.


Consolidated Target Sales means the aggregate target sales by
the Agency/Agency Companies of the Broadcasters’ Regional Advertising,  consisting  of the
individual target sales.


Individual Minimum Sales means the minimum sales by the
Agency/Agency Companies of the respective Broadcaster’s Regional Advertising.


Individual Target Sales means the target sales by the
Agency/Agency Companies of the respective Broadcaster’s Regional Advertising.


The
Parties agree that the sales amounts as set forth in this section shall be
calculated inclusive of the fee of the Agency/Agency’s Companies (agency fee
for taking legal actions (contracting with the clients) and other actions of
the Agency/Agency’s Companies.


2.2.
The Parties agree that the target sales for April to December of 2007 shall be:


·  Individual Minimum Sales
and Individual Target Sales for April -
December of 2007 are set forth in Appendix 2 hereto. The Individual Minimum
Sales and Individual Target Sales shall be set in US Dollars, inclusive of VAT
at the rate applicable under current Russian law, whereas the equivalent in
Russian rubles shall be calculated monthly using the exchange rate published by
the Russian Central Bank for the last day of the month.


·  Consolidated
Minimum Sales for April to December of 2007 shall be equal to at
least the rubles equivalent of US$ [**] US Dollars), inclusive of VAT at the
rate applicable under current Russian law, whereas the equivalent in US Dollars
shall be calculated monthly using the exchange rate, published by the Russian
Central Bank for the last day of the month.


Of the said amount:


·  April
to June of 2007  - at least the
ruble equivalent of US$ [**] US Dollars),
inclusive of VAT;


·  July
to September 2007 - at least the ruble equivalent of US$ [**] US Dollars), inclusive of VAT;



 2
 









·  October
to December 2007 - at least the ruble equivalent of US$ [**] US Dollars), inclusive of VAT;


·  Consolidated
Target Sales for April to December of 2007 shall be equal to at
least the ruble equivalent of US$ [**] US Dollars), inclusive of VAT at the
rate applicable under current Russian law, whereas the equivalent in Russian
rubles shall be calculated monthly using the exchange rate published by the
Russian Central Bank for the last day of the month.


Of the said amount:


·  April
to June of 2007  - at least the
ruble equivalent of US$ [**] US Dollars),
inclusive of VAT;


·  July
to September 2007 - at least the ruble equivalent of US$ [**] US Dollars), inclusive of VAT;


·  October
to December 2007 - at least the ruble equivalent of US$ [**] US Dollars), inclusive of VAT;


Given
the material change in circumstances, based on which the Parties originally
entered into the Agreement, in particular:


·                                                         change
in the number of Broadcasters originally agreed by the Parties to
broadcast  Regional Advertising on the
Broadcasters’ TV channels under the Agreement, Broadcaster Contracts and sales
contracted by the Agency/Agency Companies;


·                                                         change
in the agreed audience share of the TV Channels;


·                                                         part
3 of article 14 of the RF Federal Law No 38-FZ “On Advertising” dated March 13,
2006 having entered into effect from January 1, 2008.


The
Parties agreed that the Broadcasters’ gross revenues received by the
Broadcasters for the broadcasting of the Regional Advertising on the
Broadcasters’ TV channels (Consolidated Target Sales)
for the period of  January 1, 2008 to
December 31, 2010 shall be reviewed and renegotiated by the Parties separately
no later than November 1, 2007.  If the
amounts of the Consolidated Target Sales for the
entire period of January 1, 2008 to December 31, 2010 are not determined for
whatever reason, the Parties shall in any case determine such sales amounts no
later than November 1 of each year in respect of the following calendar year.


The
Parties agreed to negotiate (execute) annually commencing from the year 2007,
but no later than by November 1 of the respective year, an Addendum to the
Agreement (and respective addenda to the Broadcaster Contracts), which shall
set forth the revenues to be received by the Broadcasters from the sales of the
Broadcasters’ Regional Advertising for the following year.


The
Parties agree that the approved Consolidated Target Sales
for the Broadcasters for the years 2008 – 2010 are the sales targets, the
achievement of which shall be the Agency’s objective 



 3
 









subject to CTC
meeting the targets set forth in this Supplementary Agreement (sections 3, 10
and 11). The target performance calculation for the previous year shall be
completed on an annual basis no later than January 30 of the following year,
which should be reflected in the Broadcaster Contracts.  The Consolidated Target Sales
are agreed as base amounts with respect to each calendar year of the term of
the Agreement and this Supplementary Agreement and in no case shall these be
calculated cumulatively for several (or three) years of the term of the
Agreement and this Supplementary Agreement.


2.3.
The Parties agree that, provided the exclusivity condition is satisfied as set
forth in section 1 hereof, and also subject to compliance with section 10
hereof regarding the amounts of Regional Advertising time to be made available
on the TV Channels launched by the Broadcasters, the Agency/Agency Companies
shall make every effort to sell the Broadcasters’ Regional Advertising time
such that the Consolidated Target Sales and Individual Target Sales set forth in section 2.2 hereof for
April to December of 2007 are achieved for each respective period (quarter).


3. The Parties confirm that the
fees of the Agency/Agency Companies (agent’s fee for legal (entering into
transactions with the advertising clients) and other actions of the
Agency/Agency Companies) for the period of April to December of 2007 shall
amount to 25,000 rubles (Twenty Five Thousand Rubles), including VAT at the
current rate applicable under Russian law, per month per each Broadcast Contract.


The
Parties agree that in the event aggregate Regional Advertising Sales for all Broadcasters
in any fiscal quarter during 2007 exceed Consolidated Minimum Sales
for the respective quarter of 2007, as established by the Parties in section
2.2 hereof, but is below Consolidated Target Sales,
CTC guarantees the
payment to the Agency/Agency Companies of an additional agency fee in an amount
equal to the difference between actual aggregate Regional Advertising Sales and
Consolidated Minimum Sales.  If the
Agency/Agency Companies fail to achieve Consolidated Minimum Sales
for any fiscal quarter during 2007, an additional fee shall only be payable in
respect of sales of the advertising of those Broadcasters, for which the Individual Minimum Sales have been achieved.


The
Parties agree that in the event that the aggregate Regional Advertising Sales
for all Broadcasters in any fiscal quarter in 2007 exceed Consolidated
Target Sales, in addition to the agency fees set forth above, CTC
guarantees the payment to the Agency/Agency Companies of an additional agency
fee in the amount equal to 18% (Eighteen percent) of the amount by which
aggregate Regional Advertising Sales of the Broadcasters exceeds Consolidated Target Sales for such quarter. If the
Agency/Agency Companies fail to achieve Consolidated Target Sales
for any 



 4
 









fiscal quarter an
additional fee shall only be payable in respect of sales of the advertising of
those Broadcasters, for which the Individual Minimum Sales
have been achieved.


The
results for each quarter of 2007 should be calculated by the Parties no later
than 15 (Fifteenth) day of the month following such quarter.


The Parties confirm that for the years 2008 to 2010
the rate of the fee payable to Agency/Agency Companies (agent’s fee for legal
(contracting with the clients) and other actions of the Agency/Agency
Companies) shall be 15% (Fifteen percent) of the Broadcasters Actual Gross
Revenues, generated by the sales of Regional Advertising broadcast on such
Broadcasters’ TV Channels. The term “Broadcaster’s Actual Gross Revenue” is
defined in the Broadcaster Contract, which form
is attached hereto as Appendix 1.


The
terms of payment for the services of the Agency/Agency Companies shall be as
agreed and set forth in the Broadcaster Contract
attached hereto as Appendix 1.


The
Parties agree that in the event that the Agency/Agency Companies enter into
contract for sale of advertising time, including during the year 2007 (a)
within the Broadcasters’ regional 
broadcasts; (b) in additional territories or (c) in the broadcasts by
media companies other than those listed in Appendix 2 hereto, the rate of the
fee payable to the Agency/Agency Companies (agent’s fee for legal (contracting
with the clients) and other actions of the Agency/Agency Companies) shall be
15% (Fifteen percent), including VAT at the current rate applicable under
Russian law, of the amount of actual gross advertising revenues for the
reporting period, generated by the sales of Regional Advertising of respective
media companies/Broadcasters in such territories. Such gross advertising
revenues shall not be included in the calculation of Consolidated
Minimum Sales or Consolidated Target Sales.


4. Until December 31, 2010, the  Parties further agree that as at the end of each calendar
month at least 80% (Eighty percent) of the amount due for the Regional
Advertising broadcast during such month
should have been paid by the advertising clients in a timely manner. The
remaining 20% (Twenty percent) due for such services should be paid by the
advertising clients no later than within 60 (Sixty) calendar days from the end
of the month in which the services were provided.  If after 60 (Sixty) calendar days from the
end of such month, such services have not been paid for in full by the
advertising clients (hereinafter such accounts receivable are referred to as “Doubtful Debt”), the advertising ordered to be broadcast by
such clients shall be removed from the relevant Broadcaster’s broadcasts and
shall not be accepted for broadcasting until such Client’s Doubtful Debt has
been paid in full.


If Doubtful Debt has not paid within 60 (Sixty) calendar
days from the end of the month in which the relevant advertising was broadcast,
the Agency agrees, at its own expense, to pay to the 



 5
 









applicable Broadcaster any amount of Doubtful Debt in excess of
the Doubtful Debt threshold, set forth in the section 5 hereof, except when a
systemic risk materializes as defined in section 7 hereof.


5. The Doubtful Debt threshold
is understood as an amount equal to 0.05% of the amount of Regional Advertising
Sales (including VAT) of the respective Broadcaster in the respective month of
the term of the Agreement or the Broadcaster Contract.


6. The terms and conditions for
the performance by the Agency of the obligations set forth in section 4 hereof:


6.1.
The amount of the Doubtful Debt should be documented in a respective statement
in accordance with the Broadcaster Contract. The agreement to purchase the
Doubtful Debt shall be entered into between the Broadcaster, the Agency and the
respective Agency company no later than 20th (Twentieth) day of the month, in
which the payment of the Doubtful Debt is made, whereas the payment of the
Doubtful debt should be made no later than 25th (Twenty Fifth) day of that
month.


6.2.
From the date the Agency paid to the respective Broadcaster the amount of the
advertising client’s Doubtful Debt that is overdue under a respective contract
with the non-paying client the Agency/Agency Companies shall no longer have an
obligation to pay to the Broadcaster under its respective Broadcaster Contract
that portion of such client’s principal debt, in respect of which the Agency
has made the payment, and the Agency shall then hold the claim to such portion
of the principal debt as the creditor of such non-paying client in its own
right rather than to the benefit of the Broadcaster.


If
an advertising client for which a Doubtful Debt has been settled on behalf of
the  Broadcaster by the Agency (paid at
its own expense) pursuant to the procedure described above, pays to the
Agency/Agency Companies or the Broadcaster the Doubtful Debt earlier paid by the
Agency, the Broadcaster agrees that the respective portion of the Doubtful Debt
paid by such client, as well as any penalties claimed and recovered from such
client for delay in payment (late payment interest, etc.) shall be retained by
the Agency.


7.  The
Parties define “systemic risk” as the occurrence of events that result in a
significantly decreased ability on the part of advertising clients generally to
pay their accounts payable and/or the inability of CTC/Broadcasters to perform their obligations, such as:


·  sovereign
default -  the refusal of the Russian
government to repay government debt and debt issued under government guarantees
or agreement on significant deferral due to inability of the Russian government
to meet its repayment obligations in respect of the above debt;


·  sovereign credit rating of the Russian
Federation downgraded to D by Standard & Poor’s (S&P); or



 6
 









·  foreign exchange trading in the US dollar or
the Euro to cease for longer than 90 (Ninety) consecutive calendar days.


8. The Parties agree that the
obligations assumed by the Agency and set forth in sections 4 to 7 hereof shall
constitute material conditions of the Agreement and this Supplementary
Agreement, and their unilateral modification by the Agency/Agency Companies (including
through court proceedings) shall entitle the other party to terminate the
Agreement and the Broadcaster Contracts without any termination fee (as
provided by the Broadcaster Contracts).


9. Furthermore, the Parties agree that the Company guarantees to CTC
during the entire term of the Broadcaster Contracts the performance of the
following obligations of the Agency/Agency Companies:


a)
to transfer to the Broadcasters in a timely manner the funds received by the
Agency/Agency Companies from the advertising clients within such period of time
as set forth  in the Broadcaster
Contracts or as prescribed by law;


b)
to make payments due from the Agency/Agency Companies in respect of penalties
for delayed payments in the amounts provided under the Broadcaster Contracts;


c)
to pay to the Broadcasters a termination fee within the periods of time set
forth in the Agreement, this Supplementary Agreement and the Broadcaster Contracts; and


d)
to pay the Doubtful Debt as provided in sections 4 to 7 hereof.


10. The Parties agree that any
advertising contracted in transactions entered into by the Agency/Agency
Companies on April 1, 2007 or later shall be aired in the regional broadcasts
on the Broadcasters’ TV Channels within those cities/regions of the Russian
Federation as listed in Appendix  2
hereto.


The Parties agree that
the time offered for Regional Advertising in the broadcasts by the Broadcasters
of the TV Channels shall be equal to:


a) during the period of April 1, 2007 to December 31, 2007  from 7 a.m. to 1 a.m. on the following day:


·                  3.75% (Three and Seventy Five Hundredths percent) of
the length of the CTC Network Program Block (in accordance with the
provisions of the “network affiliation” agreement, made with a particular
Broadcaster for broadcasting of CTC TV Channel programming) in each
broadcasting day (excluding the length of the Regional Window. The  advertising time offered will not exceed 5%
(Five percent) of the length of the CTC Network Program Block during any given
hour and 3.75% (Three and Seventy Five Hundredths percent) of the length of the
CTC Network Program Block during any given day; and



 7
 









·                  4.5% (Four and Five Tenths percent) of the length of
the Domashny Network Program Block  (in
accordance with the provisions of the “network affiliation” agreement, made
with a particular Broadcaster for broadcasting Domashny TV Channel programming)
in each broadcasting day (excluding the length of the Regional Window).  The 
advertising time offered will not exceed 6% (Six percent) of the length
of the Domashny Network Program Block during any given hour and 4.5 % (Four and
Five Tenths percent) of the length of the Domashny Network Program Block during
any given day,


plus, in both
cases, all advertising time permitted under the applicable law for the Regional
Windows (in accordance with the each Broadcaster’s programming schedule) except
as provided by further below in this section 10.


Each
Broadcaster shall allocate time slots for advertising to the Agency/Agency
Companies at its discretion in the Network Program Blocks broadcast between 1
a.m. and 7 a.m.


b) the time offered for
Regional Advertising in the broadcasts by the Broadcasters of the TV Channels
for the period from January
1, 2008 to December 31, 2010  shall be agreed upon between the Parties at a later date and shall be
set forth in a Supplementary Agreement to be made between the Parties no later
than September 1, 2007.


The
Parties agree that the advertising time in the broadcasts of each Broadcaster
may not exceed the limits established under Russian advertising law and that
its calculation shall also include the national advertising not excludable from
the program blocks that are broadcast on the TV Channels.  In the event that the national and Regional
Advertising, if broadcast in full, would result in non-compliance with the
advertising law requirements regarding limitations on advertising time,
Regional Advertising, rather than national advertising time, shall be
reduced.  Such adjustment should be
distributed as evenly as possible over the broadcasting day (prime-time /
non-prime-time) and to the extent possible shall be agreed with the
Agency/Agency Companies.


The
Parties also agree that the Broadcasters shall have a right to allocate time
for broadcasting third party advertising as part of its regional broadcasts
(hereinafter referred to as the “Counterparties”),
if a Counterparty reciprocally advertises the respective Broadcaster in
accordance with the terms of agreements between the Broadcaster and the
Counterparty (hereinafter referred to as “Cross Promotion”),
as well as for social advertising on a no-charge basis.  The total time allocated to such advertising
shall not, in any case, exceed 7% (Seven percent) of the advertising time set
forth in paragraphs (a) or (b) of this section 10 of the Supplementary
Agreement that is offered in the regional broadcast windows on the Broadcasters’
TV Channels for advertising arranged by the Agency/Agency Companies (if not,
the terms under which such Counterparty and 



 8
 









social advertising
is broadcast should be agreed with the Agency/Agency Companies) and should not
affect the commercial sales of the Agency/Agency Companies.  


The
Parties agree that the above Cross Promotion and free social advertising as
well as political advertising shall be outside the scope of the Agreement, this
Supplementary Agreement and the Broadcaster Contracts), unless the respective
Broadcaster and the Agency/Agency Company enter into an addendum to the
relevant Broadcaster Contract.


Furthermore,
the Parties agree that if during the years 2007 – 2010 regional broadcast time
on the Broadcasters’ TV Channels is made available for other forms of
advertising (sponsorship advertising, logos, banners, etc.), the right to sell
to third parties such regional advertising services of the Broadcasters on
their TV Channels shall no be granted to anyone (including the Broadcaster) but
the Agency/Agency Companies.


11. The Parties acknowledge that
in order to achieve the CTC
sales targets set forth in section 2 of this Supplementary Agreement for the
period of April 1, 2007 to December 31, 2010 the Broadcasters shall ensure the
average annual audience share of The First Entertainment CTC and Domashny television channels is
maintained at the levels to be agreed between the Broadcaster and the Agency/Agency
Companies in the relevant Broadcaster Contracts, but they should not be
substantially lower than the TV Channels’ 
average audience levels in the such cities during 2006.


The
Parties agree that the deviation of the average annual audience share of the TV
Channels in the cities of Moscow and St. Petersburg by less than 15% (Fifteen
percent) shall not be regarded as substantial. 
In the other cities set forth on Appendix  2 hereto, so long as the TV Channels’ average
annual audience share in such city deviates by less than 20% (Twenty percent),
such deviation shall not be deemed substantial unless the Parties agree
otherwise.


For
the purpose of determining such audience share levels, the Parties agree to use
the data provided by TNS Gallup Media, an independent market/sociological
research company.


In
the event that TNS Gallup Media research data is not available for certain
cities, the Parties agree that data provided by GFK-Rus, an independent
sociological research company, shall be used. 
As of the date of this Supplemental Agreement, such cities include the
city of Tver.


12.  In case of:


·  a reduction in the number of the
Broadcasters, which, as agreed between the Parties, shall sell their regional
advertising on the Broadcasters’ TV Channels in accordance with the Agreement,
this Supplemental Agreement, the Broadcaster Contracts
and as part of the transactions entered into by the Agency/Agency Companies;



 9
 









·  a breach by CTC of its covenant (i) as to exclusivity of the media selling
arrangements with the Agency/Agency Companies, as set forth herein;


·  reduction in the amount of advertising
broadcast by each Broadcaster both in percentage and absolute terms as a result
of the legal/regulatory acts of the Russian Federation being adopted or coming
into effect or the “network affiliation” agreements made between CTC and the Broadcasters with respect
to a particular TV Channel being modified, in each case, after the date of this
Supplementary Agreement;


·  a breach
of the covenant as to execution by the Broadcasters/Agency/Agency Companies of
the Broadcaster Contracts in the agreed
form;


·  a
substantial change in the market situation resulting from force majeure
conditions or systemic risk (as defined above), or


·  If during
any calendar year during the term of the Client Agreement the officially
published US Dollar exchange rate fluctuates by more than ± 15% (hereinafter
referred to as “allowed exchange rate corridor” or “corridor”) against the
exchange rate as of January 1 of the respective year  (hereinafter referred to as the “reference
exchange rate”),  i.e. if in any day
during the term of the Client Agreement 
(hereinafter referred to as the “exchange rate deviation date”) the US
Dollar exchange rate deviates by more than 15% against the reference rate and


if
during 30 (Thirty) calendar days following the exchange rate deviation date the
average weighted US Dollar exchange rate remains outside the said corridor,


the Parties shall regard such exchange rate fluctuation as a change of
circumstances, contemplated by the respective agreement.


Note:  For the purpose of this section:


“US Dollar exchange rate” shall mean the official
exchange rate of US Dollar to Russian Ruble, published by the Central Bank of
the Russian Federation on a particular date.


“Average
weighted exchange rate” shall mean average weighted exchange rate of US Dollar
to Russian Ruble calculated according to the following formula:


AW =  S Rd · d


Tdp


where:


AW – average rate;


Rd – exchange rate of US Dollar to Russian Ruble,
published by the Central Bank of the Russian Federation on a respective date;


d –  number of days during which the above US
Dollar exchange rate remains effective,


Tdp – total number of days in the respective period
for which the average weighted rate is calculated.


Upon
confirmation of the existence of the above condition any party may initiate
amendments to the existing agreement through execution of a respective
addendum.



 10
 









The
Parties further agree that the levels of Consolidated Target Sales
and Individual Target Sales, as established
in this Supplementary Agreement, shall also be subject to review if the
Agency/Agency Companies are unable to enter into agreements with the
Broadcasters and to commence the media selling services with respect to the
Regional Advertising, in each case, for the reasons beyond the control of the
Agency/Agency Companies.


The
Parties further agree that in the event the audience share of the Broadcaster’s
broadcasts deviates significantly from that agreed in the Broadcaster Contracts
any of the Parties may initiate renegotiation  of
the Broadcaster’s target sales; it is further understood by the Parties that
the values set forth in paragraph 2 of section 11 of this Supplementary
Agreement shall constitute significant deviation.


13.  Specific terms and conditions, on which the
Regional Advertising is to be broadcast by  the
Broadcasters’ TV Channels shall be set forth in the Broadcaster
Contracts. CTC warrants to the Company and the Agency that the Broadcasters shall
execute, and the Company and the Agency warrant to CTC that the Agency/Agency Companies shall execute, the Broadcaster Contracts substantially in the form attached
hereto as Appendix 1.


The Parties agree that the Broadcaster Contracts shall incorporate the
following principal termination provisions:  such contracts may be terminated before the
expiry of its term by a notice given by either party thereto at least 180 (One
Hundred Eighty) days prior to the termination.  
Such notice shall be deemed properly served if delivered by a registered
mail with acknowledgement of receipt.


The terminating party shall then be required to pay
to the other party a termination fee equal to:


·  if
the termination is initiated by a Broadcaster – 15% (Fifteen percent) of the
amount of the Broadcaster’s Regional Advertising Sales  for six full months preceding the termination date;


·  if
the termination is initiated by the Agency/Agency Company - the amount of the Broadcaster’s Regional
Advertising Sales for six full months preceding the termination date net of the
fees paid to the Agency during that period of time.


The Parties agree that if in any year between 2008
and 2010 the Consolidated Target Sales
are not achieved at a substantial margin (10% (Ten percent) or more), the
Agreement, this Supplementary Agreement and the Broadcaster
Contracts shall not be terminated without the Parties first holding
consultations. No later than
March 10 of the year that follows the reporting year the Parties shall hold
discussions in order to determine whether it will be possible and on what terms
it will possible to continue their cooperation. If as a result of such
discussions the Parties fail to 



 11
 









reach an agreement
by the date set forth above CTC /Broadcasters shall be entitled to terminate the Agreement /
contracts for the reason of the said failure of the Agency/Agency Companies to achieve the objective (in this
case the provision that requires the payment by the Broadcasters to the Agency/Agency Companies of the termination fee shall not apply)


14. This Supplementary Agreement shall come
into effect upon signing, shall apply to the relations between the Parties that
have existed since April 1, 2007 and shall be valid until the Parties have
performed their obligations. As of April 1, 2007, the Agreement shall be valid
to the extent it is not inconsistent with this Supplementary Agreement.  If any provision of the Agreement conflicts
with the provisions of this Supplementary Agreement, this Supplementary
Agreement shall prevail.


15.          The Parties agreed not to disclose or otherwise make known
to third parties any terms and conditions of this Agreement or any other
confidential information, which either of the Parties may have made known to
the other Party in connection with the performance of this Agreement (except
for any disclosures made to their agents, consultants and legal counsel)
without a prior written consent to such disclosure of the other Party, save to
the extent  expressly required under
applicable law, regulations and rules, as approved by the governmental authorities
(including, without limitation, the securities regulators outside the
jurisdiction of the Parties) or ordinary disclosure to auditors, shareholders
or legal counsel of the Parties.


16.          This Supplementary Agreement is executed in three
counterparts with one for each Party.


	
  SIGNATURES OF THE PARTIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  On behalf of CTC

  	
   

  	
  On behalf of the Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (A.E. Rodnyansky) seal here 

  	
   

  	
  (S.A. Vasiliev) seal here

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (V.S.Khanumyan)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  On behalf of the Agency

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (T.A. Vavilova) seal here

  



 


 



 12















Appendix
1


To
Supplementary Agreement of July 11, 2007 

to Agreement No VT-23/0106 dated January 30, 2006, 

made between 

CTC Media, Inc.


CJSC “Video International Group
of Companies”

and CJSC “Video International “Trend””


AGREEMENT No                       


Moscow
             200    


                                
(hereinafter referred to as the “Principal”) (principal state
registration number [OGRN]                    )
in the person of                                                                             ,
acting on the basis of                                                                                    ,
on the one hand, and                                               (hereinafter referred to as the “Agent”) in the person of                             ,
acting on the basis of                             ,
on the other hand, hereinafter jointly referred to as the “Parties”, have concluded this Agreement as
follows:


1.             DEFINITIONS


For the purpose of this Agreement, the definitions and
expressions below have the following meanings:


“Network
Program Block” means a combined audiovisual work (the result
of intellectual activity) created by CJSC “Set Televizionnykh Stantsiy”/CJSC
“New Channel” (hereinafter referred to as “CTC/New Channel”) for using by the
Principal as transmission through on-air broadcasting (Article 40 of the RF Law
“On Copyright and Neighboring Rights”) and transmission of cable broadcasting
(Article 41 of the RF Law “On Copyright and Neighboring Rights”) pursuant to
the agreement concluded between the Principal and CTC/New Channel (hereinafter
referred to as the “Network Agreement”).


“Regional
Broadcast Window” means a time interval scheduled within the
Network Program Block that allows for substitution of audiovisual works in the
Network Program Block for any other programming at the discretion of the
Principal pursuant to the Network Agreement.


“Advertising”
means the information disseminated by any method, in any form and using any
media, addressed to unlimited audience and aimed at attracting attention to the
advertised item, to build or maintain interest in it and promoting it in the
market.


“Commercial”
means  an
audiovisual work containing advertising with the length of up to 120 (One
Hundred and Twenty) seconds.


“Logo”
means a unique image presentation of the advertiser’s name used as a symbol of
the goods and frequently being its trade mark. 
The said image in the static or dynamic form is placed in any corner of
the frame.


“Running
line” means an advertising message broadcasted inside TV
programs, between TV programs, in the Principal’s announcements and prompts by
imposing to the television image of static and/or dynamic text image in the
bottom part of the television screen.


“Sponsorship Advertising” means the advertising disseminated
under condition that a certain person is to be mentioned as a sponsor.


“Social Advertising” means
the information disseminated by any method, in any form and using any media,
addressed to unlimited audience and aimed at accomplishing charity or other
objectives of value to public as well as at promoting the government’s
interests.



 13
 









The social
advertising may not make references to any specific makes (models, articles) of
products, trademarks, service marks or other means of their identification, any
individuals and corporate entities except for mentioning governmental
authorities, other instruments of the government, local or municipal
authorities, municipal bodies that are not part of local administration and
sponsors.


“Cross-promotion” means advertising
information on any third parties (hereinafter referred to as called “Counterparties”),
if the Counterparty(-s) place(-s) in turn the advertising information on the
Principal pursuant to provisions of the agreements concluded by the Principal
with a Counterparty(-s).  Counterparties
for the purposes of this paragraph of the Agreement can be only mass media
outlet (mass media office, publishers), and the advertising information
presented by them for placement can only be about the Counterparty or
respective mass-media outlet (mass-media group of the respective Counterparty),
or other persons affiliated with the Principal (CTC-MEDIA).  Any other categories of Counterparties should
be preliminarily coordinated with the Agent.


“Principal’s
own promotion” means announcements of television programs of CTC/New
Channel and the Principal broadcast within the Network program blocks and
Regional Broadcast Windows as well as announcement of events organized and
conducted by CTC/New Channel or Principal independently without participation
of any third party.  The said definition
shall not extend to advertising of other Principals in the Network Program
Blocks, advertising of legally independent entities established with
participation of the Principal, as well as projects conducted with
participation of any third party.


“Unauthorized
advertising” means advertising inserted by the Principal into
the Network program blocks or Regional Broadcast Windows without receipt of
preliminary written consent of the Agent. 
The said definition shall also apply to advertising placed inside the
Principal’s own promotion.


The term “unauthorized
advertising” shall not include:


a)             Breaker bumpers of CTC/New Channel
and/or Principal opening and closing advertising blocks that do not contain the
advertising of any third parties;


b)            Principal’s own promotion;


c)             information on any third parties
stipulated by sections2.4. of this Agreement.


“Clients” means advertisers or any other third parties representing the advertisers
pursuant to respective agreements.


“Brokers” means agents, sub-agents, commission agents,
commission sub-agents, attorneys for the Agent or for the agents, sub-agents,
commission agents, commission sub-agents, attorneys of the Agent.


“Network Advertising” means advertising mandatory for broadcasting
within the Network program blocks according to the Network Affiliation
Agreement and not subject to exclusion from the Principal’s broadcasts or
replacement with any other audiovisual products.


“Regional Advertising” means advertising placed by the Principal in
the Network program blocks and Regional Broadcast Windows within specially
defined time intervals and subject to broadcasting solely within the Territory.


“Territory” means -                              ,
wherein the Principal shall carry out the broadcasting of the Network program
blocks and Regional Broadcast Windows according to the License      #         
issued on                
by                                     ,
the copy of which is attached as Appendix 6 to this Agreement, and the Network
Affiliation Agreement.


“Advertising
Service” means broadcast by the Principal within the Network
Program Blocks and Regional Broadcast Windows (“CTC-          ”/          
broadcasting Domashny 



 14
 









programming) of
the regional advertising contracted by the Agent in its own name, but on the
account of the Principal, in the form of Commercials or any other form
determined by additional agreement hereto, including the Social advertising
placed on commercial basis.


“Reporting
Period” means  one
calendar month.


“The
prime time” means continuous time intervals that have the
largest viewership - (18:00 till 24:00 hours local time).


“Principal’s
Actual Gross Advertising Revenue for the Reporting period”
(Actual Gross Advertising Revenue) means:


·              Sales
revenues from regional advertising contracted by the Agent to be placed in the
Network program blocks and Regional Broadcast Windows;


·              Sales
revenues from advertising contracted by the Principal from the Clients for
placement  in the Network program blocks
and Regional Broadcast Windows prior to date of this Agreement, where
advertising services under which shall be provided from           
01, 2007 (other than contracted by the Agent or on its behalf by third
parties), as well as contracted by the Principal (or any authorized persons)
from the Clients after the date of this Agreement with a written consent of the
Agent (excluding Cross-promotion and Social advertising placements at the
Principal’s expense).


·              Non-sale
income (penalties, fines and other non-sale income) due to the Principal and
actually collected by the Agent or directly by the Principal under agreements
with Clients concluded by the Agent pursuant to this Agreement;


·              Termination
fee due to the Principal actually received by the Agent or directly by the
Principal in respect of transactions with the Clients entered into by the Agent
under this Agreement.


“Individual
Minimum Sales” means
the minimum sales by the Agency/Agency Companies of the Principal’s Regional
Advertising.


“Individual
Target Sales” means
the target sales by the Agency/Agency Companies of the Principal’s Regional
Advertising.


2.             SCOPE OF THE AGREEMENT


2.1.           In
accordance with this Agreement the Agent agrees to take in its own name for a
fee certain legal and other actions on behalf and on the account of the
Principal to sell the Principal’s advertising in the Network program blocks and
Regional Broadcast Windows commencing from April 1, 2007 and through ( ) on
December 31, 2010.


2.2.           The
Principal shall pay to the Agent a fee for taking legal and other actions, set
forth in section 2.1. hereof in such amounts and according to such procedure as
provided hereunder.


2.3.           Within
the term of this Agreement the Agent shall be entitled to sell on exclusive
basis the Regional advertising in the Network program blocks and Regional
Broadcast Windows broadcast by the Principal, whereas the Principal as
consideration agrees not to enter into similar agency agreements, commission
agreements or engagements with any third parties for sale of the Regional
Advertising and not to attempt to sell advertising directly to the Clients
without a written consent of the Agent. The provision of this section shall not
apply to the Principal’s own promotion and to the extent provided in section
2.5 of this Agreement.



 15
 









2.4.           The
Principal shall assume obligations on broadcasting the Regional advertising
delivered by the Agent on the basis of agreements concluded (pursuant to the
conditions of this Agreement) within the Territory with the Clients.


When
CTC Channel programming is broadcast by the Principal:


·                  the Agent shall be allocated the following regional advertising time for
the placement of the regional advertising of the Clients in the Network program
blocks and Regional Broadcast Windows: during the period of April 1, 2007 to
December 31, 2007  7 a.m. to 1 a.m. on
the following day - 3,75% (Three and Seventy Five Hundredth) of the length of
the respective Network Programming Block (in accordance with the provisions of
the “network affiliation” agreement) in each broadcasting day (excluding the
length of the Regional Broadcast Window). The advertising time offered may not
exceed 5% (Five percent) of the length of the Network Programming Block during
any given hour and 3,75 % (Three and Seventy Five Hundredth) of the length of
the Network Programming Block during any given day plus all advertising time
permitted under the applicable law for the Regional Broadcast Windows (in
accordance with the each of the Principal’s programming schedule) except as
provided by this Agreement.


The Principal shall allocate at its discretion time
spots for Commercials to the Agent in the Network Programming Blocks broadcast
between 1 a.m. and 7 a.m.


The advertising time to be made available in the
regional broadcasts of the Principals’ TV Channels in the period commencing on January 1, 2008 and
ending on December 31, 2010 shall be
agreed upon between the Parties separately and shall be set forth in a
Supplementary Agreement to be made between the Parties no later than September
1, 2007.


When
Domashny Channel programming is broadcast by the Principal:


·                  the Agent shall be allocated the following regional advertising time for
the placement of the regional advertising of the Clients in the Network program
blocks and Regional Broadcast Windows: during the period of April 1, 2007 to
December 31, 2007  7 a.m. to 1 a.m. on
the following day - 4,5% (Four and Five Tenths of Percent) of the length of the
Network Programming Block (“Domashny”) (in accordance with the provisions of
the “network affiliation” agreement, made with a particular Principal for
broadcasting Domashny TV Channel programming) in each broadcasting day
(excluding the length of the Regional Broadcast Window).  The advertising time offered may not exceed
6% (Six percent) of the length of the Network Programming Block during any
given hour and 4,5 % (Four and Five Tenths of Percent) of the length of the
Network Programming Block during any given day plus all advertising time
permitted under the applicable law for the Regional Broadcast Windows (in
accordance with the each of the Principal’s programming schedule) except as
provided by this Agreement.


The Principal shall allocate at its discretion time
spots for Commercials to the Agent in the Network Programming Blocks broadcast
between 1 a.m. and 7 a.m.


The advertising time to be made available in the
regional broadcasts of the Principals’ TV Channels in the period on January 1, 2008 and
ending on December 31, 2010 shall be
agreed upon between the Parties at a later date and 



 16
 









shall be set forth in a Supplementary Agreement to be
made between the Parties no later than September 1, 2007.


The
Parties acknowledge and agree that the total advertising volume broadcast in
the Network program blocks and Regional Broadcast Windows of the Principal
within the Territory may not exceed the limits established under Russian
advertising law and that its calculation shall also include the Network
advertising placed with the Principal that is not excludable from the Network
program blocks.  In the event that the
Network and Regional advertising, if broadcast in full in the Network program
blocks and Regional Broadcast Windows of the Principal, would result in
non-compliance with the advertising law requirements with regard to the
advertising time limitations, the Network advertising time shall not be reduced
and it is the time allocated to regional advertising that should be
reduced.  Such adjustment should be
distributed as evenly as possible over the broadcasting day (prime-time /
non-prime-time) and to the extent possible shall be agreed with the Agent.


2.5.
The Parties have agreed that the Principal shall have the right to accept for
placement independently (in the Network program blocks and Regional Broadcast
Windows) Cross-promotion as well as the Social advertising at the expense of
the Principal.


Total
amount of the advertising time allocated for placement of such materials
(Cross-promotion and the Social advertising placed at the expense of the
Principal), in any case cannot be more than 7 % of the time specified in
section 2.4.  The advertising time
offered for placement of the advertising delivered by the Agent (otherwise
conditions of placement of Cross-promotion and Social advertising should be
subject to prior approval of the Agent) cannot be such as to affect the
commercial sales of the Agent and should be distributed as evenly as possible
across the broadcast day (prime time /beyond prime time).


In
the event the Principal does not use its right provided by this paragraph
regarding the placement of Cross-promotion and Social advertising, the
Principal shall notify the Agent thereon not later than 14 (Fourteen) days
prior to the date of the planned broadcast.


2.6           This Agreement shall not apply to
advertising in the form of Sponsorship advertising, pre-election campaign
advertising and the Social advertising accepted at the expense of the
Principal.  The Parties have also agreed
that inclusion to the scope of the Agreement of any other forms of advertising
besides a Commercial (including, but not being limited, the Sponsorship
advertising, Logo, “Running line”, etc.), shall require signing by the Parties
of a special additional agreement to this Agreement.


2.7           The performance by the Agent of the
provision of sections 4.3, 4.6, 4.7, 5.2, 8.3 of this Agreement shall be
secured by the surety of CJSC “Video International” Group of Companies” with a
subsidiary responsibility of the surety. 
The surety deed shall be concluded with the above surety.


3.
OBLIGATIONS OF THE PARTIES


3.1.
Obligations and rights  in connection with
contracting and approving contractual terms:


3.1.1.
The Principal shall grant to the Agent a power to take legal and other actions
in connection with selling the advertising, and the Agent shall contract the
sale of such services to the Clients being first and foremost guided by the
best interests of the Principal, terms and conditions of this Agreement, the
instructions of the Principal as to the terms and conditions  relating to the pricing of advertising in
agreements with the Clients, which shall be contained in Appendix 2 as well as
any other appendices and supplements hereto.



 17
 









3.1.2.
The Agent shall seek to secure the best possible conditions for the Principal
in the agreements with the Clients.


3.1.3.
The Agent shall have an obligation to include into the agreements with the
Clients the following provisions:


“                       1.
The Client shall be fully responsible for the content and design of the
advertisements placed under this Advertising Agreement, for any violations of
copyrights and neighboring rights in respect of the works and objects of
neighboring rights being part of the advertisement.  Any financial claims, including from the
authors and owners of the neighboring rights in respect of the advertisement,
shall be settled by the Client itself and at its cost.


In case of losses of the Principal caused by
infringement by the Client of the rights of any third party with respect to
works and performances included into the Advertising, as well as requirements
of the legislation concerning the content and design of the Advertising, the
Client shall compensate to the Principal all of the losses incurred as a
consequence of such infringement.


2. The Agent (Principal) shall have the right not to place advertising
on the days declared by the order of the Principal as advertising-free as well
as the right to reject and not to accept the Advertising for broadcasting in
case of its inconsistency with ethical, political and theme principles of the
Principal, as well as with the current legislation of the Russian Federation.


3. Upon conclusion by the Agent of agreements with Clients, the latter
shall guarantee that the promotional materials presented and placed according
to this Agreement do not represent propaganda in the meaning of the Federal law
67-FZ “On the basic guarantees of suffrage and the rights to participation in
referendum of citizens of the Russian Federation” dated June 12, 2002.


In the event that the advertised individual or electoral associations
(a political party, a subdivision of a political party, a public organization,
a public movement) becomes participant in the electoral process (i.e. during
the election campaign in the territory of the Russian Federation, the
individual is given the status of a candidate, election agent, authorized 



 18
 









representative on financial affairs of the candidate or an electoral
association/block, and an electoral association notifies the respective
electoral commission on nomination of candidates/lists of candidates or
becoming a part of the electoral block) as well as in case if a founder,
proprietor, owner and (or) a member of the management body of the advertised
legal entity are the persons who have become by participants of the electoral
process (candidates, members or the authorized representatives of the
initiative group on carrying out a referendum, other group of participants of a
referendum), in case when surnames or images of these persons are used in the
promotional material, the Client shall be obliged to inform the Agent
immediately on the such circumstances attaching the necessary documents,
thereafter the concluded agreement regarding placement of the respective
promotional materials shall be subject to termination, and promotional
materials shall be removed from the broadcasts within 2 (two) business days
from the date of the notice.


If the advertisement delivered by the Client to the Agent for placement
contains any images of or references to individuals or electoral associations
which can become participants in the electoral process in the respective
elections (or the Agent has certain reasons to believe that these persons would
become participants in the electoral process) or any other information that can
be qualified as a violation of the election law of the Russian Federation, the
Client shall be obliged within 1 (One) business day from the date of official
publication of the decision announcing the respective elections in the
territory within the which the advertising under this Agreement is broadcast to
deliver to the Agent a written confirmation that the individual or electoral
association in some way referred to or shown in the promotional materials, will
not take part in the respective elections.


In the event that such written confirmation is not delivered, the
provision of the advertising services under the existing agreement shall cease,
and the agreement shall be subject to termination, and promotional materials
shall not be eligible for broadcasting by the Principal.



 19
 









Upon termination of the respective transaction on the above basis the
Client shall be obliged to pay to the Agent the cost of services of placing the
advertising completed as of the termination date.


4. The Client shall have an obligation to deliver to the Agent properly
certified copies of licenses, if the advertised activity is subject to
licensing, and certificates of conformity or other evidence of conformity, if
the advertised goods (services) are subject to obligatory certification, or
other obligatory procedure for proving conformance to the applicable technical
regulations, or certificates of state registration, if the advertised goods are
subject to state registration.


The Client shall deliver within two days upon the Agent’s request
documentary evidence that the statements contained in advertising are correct.


5. Agreements with the Clients should contain a condition allowing for
unilateral termination of the agreements by the Agent with a notice to the
Clients for no earlier than 30 (Thirty) days prior to proposed termination
date.


6. If the funds from the Client come not as a lump sum, but two and
more payments the Agent takes into account funds coming from them, first of
all, as repayment of debts of the Client on payment for the rendered services
(if available); after full repayment of available debts the coming funds shall
be taken into account as payment for the services rendered in the reported
month; further, after full payment of the services rendered in reported month,
the received funds shall be considered as an advance payment for the services
to be provided in the following month.


7. At the end of each calendar month period at least 80 % (Eighty
percent) of the price of the Regional Advertising services rendered in that
month, should have been paid by the Clients in a timely manner.  The remaining 20% (Twenty percent) of the
price of the rendered Regional; Advertising services should be paid: by the
Clients located within the Territory - no later than within 30 (Thirty) days
after the end of the respective reporting period; by the Clients located 



 20
 









outside the end of the Territory - no later than within 60 (Sixty)
calendar days after the end of the month in which the services were provided.
If after 60 (Sixty) calendar days after the end of the respective calendar
month period the rendered services will not be completely paid for by Clients
(further such receivables are referred to as the “Doubtful Debt”), the
Advertising presented by the respective Client shall be removed from the
broadcast and shall not be accepted for placement until such Client’s Doubtful
Debt is paid in full.


8. The liability of the Agent (and, as a consequence, of the Principal)
for non-compliance with the placement and/or dissemination of advertising may
not exceed two-times placement of the respective advertisement during the same
time (during an equivalent television program) or double the price of the
advertisement not run or placed with deviations.


3.1.4. The Agent shall carry all rights and
obligations under agreements with the Clients made pursuant to this Agent
engagement, even if the Principal was named in the Agreement and entered into
direct arrangements with the Clients.


3.1.5. The Agent may
engage third parties for the performance of this Agreement, always remaining
responsible to the Principal for the actions of such third parties, and the
cost of such third party services shall be paid by the Agent from the Agent
fees due to it under this Agreement (only Agent subsidiary or affiliate may be
appointed as a sub-agent, otherwise a proposed sub-agent should be as a
mandatory requirement approved by the principal in advance).


3.1.6. The Principal
shall be authorized to contract the placement of the Regional Advertising in
its Network Program Blocks and Regional Broadcast Windows directly from the
Clients or grant to third parties the right to enter into such transactions
solely subject to prior written consent of the Agent.


Such prior consent
requirement shall not apply to the placement by the Principal of Own Promotion,
Social advertising placed at the Principal’s expense and Cross-Promotion
(except as expressly provided herein).



 21
 









3.1.7. The Parties agree that the Agent shall have the right in the way
of performance of this Agent engagement of the Principal to sell the Regional
advertising both by making separate agreements (contracts) with the Clients for
the placement of the Regional advertising with the Principal in the Network
Program Blocks and Regional Broadcast Windows within the Territory, and by
contracting the placement of the Client’s advertising with other TV channels,
which broadcast licenses are held by other persons (so-called “package sales”),
and the Principal shall not object to such method of/approach to selling of its
services.  The Agent shall inform the
Principal on any advertising sold in “package sales” by including such
information in the Agent’s report.


The package transactions (agreements) shall be entered into on the
basis of the Agent acting upon engagement by and to the benefit of the
Principal on the best conditions available based on the existing circumstances
(advertising market situation; broadcast advertising market demand and supply;
volume and other legal restrictions on TV advertising; technical capabilities
of the Principal and other Principals in respective territories, changes in
such technical capabilities; quantity of market players (market sectors) and
their media activity; advertisers’ requirements; specific advertiser’s media
planning issues, the placement/advertising budget period, seasonal
considerations; advertiser’s advertising budget including the one earmarked for
advertising on all TV channels in the city and on the Principal’s channel; the
advertiser competitors’ behavior in terms of advertising policies (budgets,
placement periods, advertising and mass media preferences) and other factors).


3.1.8      The Agent
shall deliver to the Principal reports on the performance of the Principal’s
engagement pursuant to the procedure set forth in section 4.15. hereof.


3.2.
Obligations of the Principal to inform on program
line-up and broadcast advertising time available on the TV Channel


The
Principal shall:


3.2.1        Deliver to the Agent in a timely manner
the information necessary for contracting with the Clients.  Within three days from the moment of signing
this Agreement the Principal shall provide to the Agent a planned line-up (the
schedule of programs of the Network program 



 22
 









blocks and
Regional broadcast windows) of the Principal for the second quarter of 2007,
and further present to the Agent a planned line-up as soon as it becomes
available.


The
planned line-up presented by the Principal to the Agent shall contain the
schedule of time intervals allocated for the Regional advertising to be sold by
Agent, both within programming of the Network program blocks, and in the
Regional Broadcast Windows, as well as time intervals allocated for the
Principal’s Own Promotion, Social Advertising placed at the expense of the
Principal and the Cross-promotion.


Advertising
in the form of superimposition (Logotype, “Running line”, etc.) can be placed
only in those television programs in which Advertising can be placed under the
law of the Russian Federation and in respect of which the Parties have entered
into a supplementary agreement to this Agreement that such form of Advertising
can be placed.


The
planned line-up shall be provided in hard copy and electronically signed by the
authorized person of the Principal and certified with the original stamp of the
Principal.


The
current Line-up (programming of the Network program blocks and Regional
Broadcast Windows) for each calendar week shall be provided by the Principal to
the Agent not later than 7 (Seven) calendar days prior to the beginning of
respective calendar week.


3.2.2.
Have the right to make changes to the current Line-up subject to prompt
notification of the Agent about such changes not less than 2 (Two) working days
before changes are introduced (if the changes are introduced during or
immediately after the public holidays (non-working days) - not less than 3
(Three) working days before the first day of the holliday period).


The
Agent may not be given a prior notice solely in cases when such changes are
made in an urgent manner in connection with the events of national
significance, as defined by the editorial policy of the Principal, in those
cases when the notifying the Agent on such changes was not possible due to
objective reasons and subject to informing the Agent on this in writing (on the
same day as the changes are made).


In
the event that the advertising was not broadcast due to such changes made on
short notice, the Principal shall instead broadcast such advertising in the
Network program blocks and Regional broadcast windows during similar time and
in similar (equivalent) programs within the nearest days or, as agreed, during
other time and in other programs (to the extent the Client refuses from
broadcast of the advertising during other time and in the other programs, the
Principal shall be obliged to return the price of the advertising services, if
such advertising has been already been paid for).


3.3 Obligations and rights of the Parties with
respect to acceptance, insertion or broadcast of advertisements


3.3.1.                                          The Agent shall
accept from the Clients the video recordings of the Regional advertising.


The Agent shall
accept from the Clients, check for
correctness and keep the certificates presented by the Clients regarding the
use of works of the Russian and foreign authors in the Advertising. Deliver to
the Principal the information received from the Clients on the use of works of
the Russian and foreign authors in the Advertising (in the Principal-approved
form) no later than 4 (Four) calendar days to the broadcast date or such other
period as may be agreed between the Parties hereto;


It shall accept
from the Clients and upon request of the Principal deliver to the latter within
2 (Two) business days copies of the respective, certificate of state
registration, other certificates and/or respective licenses.



 23
 









In the event the
advertising materials are delivered by the Agent to the Principal without the
said documents, the Principal may elect not to broadcast them in the Network
Program Blocks and/or Regional Broadcast Windows.


3.3.2                                                The Agent shall deliver to the Principal the Advertisements received from
the Clients for placement in the Network program blocks and Regional Broadcast
Windows not later than 24 (Twenty Four) hours prior to the broadcasting time or
within such other period of time as may be agreed by the Parties by telephone
or fax) by executing a statement of transfer of the video recordings.  The Advertising shall be delivered to the
Principal with synchronized voiceover and time code on Betacam tapes
(hereinafter referred to as the “Tapes”) in PAL or other format or video
recoding media as may be agreed between the Parties.


3.3.3                                                The Agent shall have discretion to reject without any consultations with
the Principal any advertising of the Clients that is non-compliant with Russian
law and technical, ethical, political and thematic policies and requirements of
the Principal. If there are doubts as to the placement of advertisements in
dispute (those advertisements that the Client insists on being  compliant with the Advertising Law) the Agent
may deliver a written request to the Principal for the latter to decide (the
advertisements in dispute may be delivered to the Principal on the tape
(including VHS tapes)  or as an
electronic file), which should promptly review the request and respond in
writing with reasonable explanations within two business days from the receipt
of the written request from the Agent (form of notices – refer to Section 9
hereof).


3.3.4                                                The Principal may not accept the Advertising for broadcasting to the
extent that it is not compliant with the Principal’s technical specifications
to same kind of material, is not consistent with the Principal’s ethical,
political and thematic policies or the content and/or design of the advertising
is not in compliance with the Russian Law as well as on the days that are
declared by the Principal’s executive order as free of advertising.


The Principal
shall promptly inform the Agent on the rejection of the Advertisements based on
the above reasons and shall propose to either replace the rejected
Advertisements or make it compliant with the requirements of the Principal
and/or Russian law.


In the event
that the advertising was not broadcast by the Principal on such
advertising-free days as declared by the order issued by the management of the
TV Channel, the Principal shall instead broadcast such advertising during the
same time interval and in the similar programs in the Network program blocks
and Regional broadcast windows within the nearest days or, as may be agreed,
during other time and in other programs (to the extent the Client refuses from
placing the advertising during other time and in the other programs, the
Principal shall be obliged to return the price of the advertising services, if
such advertising has already been paid for). Such failures to broadcast by the
Principal shall not be deemed to constitute the non-performance by the
Principal of its obligations.


3.4. Obligations and rights of the Parties with
respect to tracking the advertising broadcasting and performance of the
obligations


3.4.1        The Parties shall put in place necessary procedures to track the
placement to ensure that the advertisements were broadcast in full and
correctly.



 24
 









The Principal
shall complete on a daily basis the full time video-recording of the Principal’s
broadcasts (Network program blocks and Regional broadcast windows), shall keep
the video recordings for 1 (One) year from the date of their broadcasting and
provide them upon the Agent’s request within 3 days from the receipt of such
request.  The video recording should
start 3 (Three) minutes prior to the beginning of the advertising block and end
3 (Three) minutes after the end of the advertising block.


The Principal
shall in a timely manner (within ten days from receipt of the request) deliver
to the Agent ad run reports in the form used by the Principal confirming the placement
of the Regional advertising in the Network program blocks and Regional
Broadcast Windows.


3.4.2                        If any unforeseen circumstances arise that prevent performance under any
advertising services agreement, the Agent shall immediately notify the Principal
of the same.


If the Client
fails to perform under the transaction the Agent shall transfer to the
Principal all claims in respect of such transaction in compliance with the
rules applicable to assignment of claims.


3.4.3                        The Principal shall inform the Agent on all disruptions which have
occurred in placement the Regional Advertising. 
The notice should be given to the Agent not later than in 24 (Twenty
Four) hours from the moment when the respective Advertising was scheduled to be
broadcast by the Principal in accordance with the approved placement schedule
or, if the disruption in the placement of the Regional Advertising occurred on
a day-off, on the first business day after such disruption.


3.4.4                        If the Principal failed to perform its advertising broadcasting
obligations properly (i.e. the Principal failed to broadcast the advertising in
the Network Program Blocks or Regional Broadcast Windows or changed the
broadcast time and/or sequence of the Regional Advertising or broadcast the
advertising with a poor quality – without voiceover, with interferences,
deviation in the timing, content or version of the commercial, etc.), the
Principal shall upon the Agent’s demand satisfy third party claims against the
Agent under the existing agreements.  In
the event that as a result of the non-performance by the principal of its
obligations the Agent incurs expenses arising out of the Client’s claims, the
Principal shall upon the Agent’s demand be required to reimburse to the latter
all such documented expenses (to the extent of limitation provided under
paragraph 8 of section 3.1.3 of this Agreement).


The Parties
agree that the liability provided under the first paragraph of this section
shall not apply, if the improper performance resulted from the unexpected
changes in the line-up due to the reasons set forth in the second paragraph of
section 3.2.2. of this Agreement.


4.                                      AGENCY FEE.  SETTELEMENT, INVOICING AND REPORTING
PROCEDURES


4.1. The Agent’s fee:


The Agent’s fee for legal and
other actions for the period of April 1 to December 31 of 2007 shall amount to
25.000,00 rubles (Twenty Five Thousand Rubles), including VAT in the amount of
3 813.56 (Three Thousand Eight Hundred Thirteen/56) per month.



 25
 









In the event that based on the
results of the respective quarter of 2007 the Agent achieves the sales of the
Principal’s services such that the actual revenue received by the Principal in
the respective quarter of 2007 exceeds the Individual Minimum Sales, set forth
in Appendix 2 hereto, but is below the Individual Target Sales set forth in
Appendix 2, the  Agent shall be entitled
to additional agency fee in the amount equal to the difference between the
actual sales by the  Agent of the
Principal’s Regional advertising and the amount of the Individual Minimum
Sales.


The so calculated amount of
additional agency fee shall be inclusive of VAT (at 18%).


The Parties further agree that in
the event that based on the results of the respective quarter of 2007 the Agent
achieves the sales of the Principal’s services such that the actual revenue
received by the Principal from the Regional advertising sales in the respective
quarter of 2007 exceeds the Individual Minimum Sales, set forth in Appendix 2
hereto, the  Agent shall be entitled to
additional agency fee in the amount equal to 18% (Eighteen percent) of the
amount, by which the actual sales by the Agent of the Principal’s Regional
advertising exceed the amount of the Individual Target Sales for the respective
quarter.


The so calculated amount of
additional agency fee shall be inclusive of VAT (at 18%).


The results for each quarter of
2007 should be calculated by the Parties no later than 13th (Thirteenth) day of
the month following the reporting quarter and to be reflected in the
Supplementary Agreement, which shall set forth the amount and the terms of
payment of the above additional fee to the Agent.  If the Principal avoids signing such
supplementary agreement on payment of additional fee or fails to pay the
additional fee within the agreed period of time, the respective amount of
additional fee shall be payable within 10 (Ten) calendar days from the date of
the Agent’s claim (demand) for payment.


For the period of January 1, 2008
to December 31, 2010 - 15% (Fifteen percent) of the amount of actual gross
revenues of the Broadcasters for the reporting period, including VAT at the
current rate then applicable under Russian law.


When calculating the Agent’s fee
for the Agent’s selling services in respect of transactions with non-resident
Clients in US dollars, the amount of the fee for each reporting period shall be
calculated using the exchange rate, published by the Russian Central Bank for
the last day of the reporting period.


The Agent’s fee 
entitlement shall arise as from the actual provision by the Principal of
the advertising services in the reporting period.


The payment of the Agent’s fee shall be made in accordance
with the provisions of sections 4.3 to 4.11 hereof.


Settlement Procedures:


4.2           The
price of advertising in the agreements of the Agent with the Client shall be fixed:


·  in agreements with Russian resident Clients
and non-resident Clients paying in Rubles – in Russian Rubles.


·  in agreements with non-resident Clients
paying in currencies other than Russian Rubles - in US Dollars.


4.3                                 Advertising
services contracted by the Clients shall be subject to value added tax in
accordance with the applicable law of the Russian Federation.


Subject to sections 4.7. and 4.8 of this Agreement the
Agent shall be obliged to transfer to the Principal the funds received under
agreements within 5 (Five) banking days. 
The said period 



 26
 









shall be counted from the receipt by the Agent of the
attachment to the bank statement evidencing the transfer of the funds to the
current account of the Agent.


To the extent the Client’s business was contracted with the
participation of the brokers, all funds received under the agreement with the
Clients shall be transferred to the Principal within 5 (Five) banking days from
receipt of the funds from the Client (to the broker’s current account) (subject
to provisions of sections 4.8. and 4.11 of this Agreement).


Upon contracting the sale of the Regional Advertising with
the Client as a package for the time on several TV channels (several
Broadcasters) in accordance with section 3.1.7. of this Agreement, the transfer
by the Agent to the Principal of funds in payment for the rendered services
that were received from the Clients shall be made not later than 10 (ten) days
from the end of the respective reporting period.


If the funds paid cannot be definitely identified as
payments received in connection with the performance by the Parties of the
obligations under this Agreement, the above time periods specified for
transfers may be extended by 30 (Thirty) days.


If the funds from the Client arrive not as a lump sum, but
in two and more installments the Agent shall first apply the funds received
towards repayment of the Client’s indebtedness for the services provided (if
any); after full repayment of the existing indebtedness the received funds
shall be applied towards payment for the services provided in the current
month; further and after full payment for the services provided in the current
month, the received funds shall be considered as advance payment for the
services to be provided in the following month. 
This procedure of application by the Agent of the receipts
from the Clients should be included in the conditions of the respective
agreements between the Agent and the Clients.


4.4. The Agent may (subject to notification of the
Principal) to instruct the Client to make the payment in Russian Rubles under
the agreement of the Agent with the Client directly to the Principal’s current
account.


4.5           To the
extent either the Client or the Principal unilaterally refuses to perform the
agreement in full or in part prior to or during the performance of the services
or the funds are to be returned to the Client’s transit or current account due
to other circumstances the Agent shall have the right to transfer in Russian
rubles to the Clients those funds that are to be returned to the latter under
the agreements concluded with them, including from the funds received on the
Agent’s accounts from other Clients for the benefit of the Principal, but not
yet remitted to the Principal’s current account. In the event a full amount
under the agreement or of the payment is to be returned, the funds shall be
returned to the Client in rubles and in the amount received. If returned in
part, the amount shall be determined pro rata to the respective amount under
the agreement or of the payment. The Agent shall have an obligation to notify
the Principal on such remittances within 3 days from the same being effected.


In the event that funds held on the Agent’s current account
for the benefit of the Principal are not available or insufficient for making
the return to the Client the Principal shall within ten days from receipt by
the Principal of the letter from the Agent requesting the return make payment
of the respective amount in full to current account of the Agent (or of the
respective Client pursuant to the Agent’s payment instructions).


In cases when the earlier received hard currency funds
should be returned to the Client according to the agreement with the latter:


·  if such amount has been already transferred
by the Agent to the Principal, the Principal shall transfer to the Agent’s
transit currency account within ten days the amount to be returned to a
non-resident Client in the respective currency and the Agent shall then return
the amount so received to the respective Client. The said ten day period shall
be counted from the receipt by the Principal of the Agent’s letter demanding
the return accompanied by the respective documents relating to the non-resident
Client;



 27
 









·  if such amount has not been transferred to
the Principal and is still held in the Agent’s transit currency account, the
latter shall transfer to the Client the respective amount to be returned in the
respective currency.


4.6           The
payments in US Dollars under agreements of the Agent with the non-resident
Clients shall be paid to the Agent’s transit currency account.


The Agent shall be required to transfer the amounts
received under such agreements to the Principal’s transit currency account
within four banking days. The said four day period shall be counted from the
moment the Agent receives an attachment to the bank statement evidencing the
receipt of the funds in the Agent’s account.


The Parties agree that if for certain reasons (absence of a
transit account, Russian legal requirements, etc.) the settlement in accordance
with the above procedures will not be possible, the Principal hereby authorize
the Agent to sell all of the hard currency funds received from the Clients for
Russian currency (Russian rubles).


The Agent shall be required to transfer the Russian rubles
proceeds of the sale of such hard currency funds to the Principal’s current
account within five banking days (subject to the provisions of section 4.8
hereof).


Upon effecting such transfer the Agent shall deliver to the
principal a copy of the payment instructions.


4.7           In the
event that the Principal fails to transfer to the Agent’s transit currency
account the amount to be returned to the non-resident Client in US Dollars, the
Agent shall be entitled to withhold such amount out of the amounts of the receipts
from the Clients in Russian rubles, to purchase hard currency (in US Dollars)
in such amounts as will be sufficient for the return of the funds to the
non-resident Client and to transfer such amount to be returned to the
non-resident Client’s account.


4.8.          During
the period of April 1, 2007 to December 31, 2007 the Agent shall transfer to
the principal the funds received under the agreements with the Clients in full
with the funds received from the Clients in April and May of 2007 to be
transferred by May 31, 2007 and subsequently the funds shall be transferred
within five banking days.


The Principal shall transfer to the Agent’s current account
the amount of the latter’s agency fee for April and May of 2007 by June 10,
2007.


Subsequently during the period of June through December of
2007 the Principal shall pay to the Agent’s current account after the end of
each reporting period, but no later than by 10th day of the month following the reporting
period its fee due for the reporting period in the amount of 25.000,00 rubles
(Twenty Five Thousand Rubles), including VAT (at the rate of 18%).


During the period of January 1, 2008 to December 31 of 2010
the Agent shall be entitled to retain on its current account the following
amounts:


·  15% of the difference between the funds
received in Russian rubles to the current accounts of the Agent/brokers and/or
the Principal and the funds returned by the Agent/brokers and/or the Principal
the Clients under the terms of the agreement with the latter;


·  15% of the difference between the Ruble
equivalent of US Dollar funds received to the transit currency accounts of the
Agent/brokers for the benefit of the Principal under agreement with
non-resident Clients and the Ruble equivalent of US Dollar funds returned by
the Agent/brokers and/or the Principal to the non-resident Clients under the
terms of the agreement with the latter. The Ruble equivalent of US Dollar funds
shall be calculated at the exchange rate, published by the Russian Central Bank
as of the date the funds were received in the transit account of the
Agent/broker from a non-resident Client.



 28
 









All amounts so retained by the Agent in its current account
other than the amounts to be returned to the Clients under the terms of the
agreement with them as well as in any other situations agreed between the
parties shall be deemed to constitute an advance paid towards the Agent’s fee.


4.9.                           The settlements
between the Parties shall be made on a daily basis as long as payments are
received from the Clients.  Upon effecting
such transfer the Agent shall deliver to the principal a copy of the payment
instructions. The date of payment as between the Parties hereunder shall be the
date, on which the funds are withdrawn from the payer’s account as evidenced by
a bank statement.


4.10.                     The Agent shall
be entitled to withhold the amounts toward payment of the Agent’s fee on a
daily basis. In the event that the amount retained on the Agent’s current
account is in excess of the amount due to the Agent as the agency fee for the
reporting period, the surplus shall be counted as an advance towards the
Agent’s fee in future period settlements.


The balance of
settlements with the Principal with respect to the agency fee shall be set
forth in the Statements provided under section 4.16.


4.11.                     To the extent the
Principal is found to have amounts outstanding to the Agent as reflected by the
Statement, the Principal shall be required to settle such outstanding amount by
the 20th (Twentieth) day of the month following the end
of the reporting period and to deliver a copy of the payment instructions as a
proof of payment.


In the event no payment is received by the Agent in its account towards
the settlement of the Principal’s indebtedness the Agent shall be entitled to
withhold the amount due to it from the Principal out of the amounts of the new
payments received for the benefit of the Principal to be reflected in the
respective Statement.


4.12.                     As at the end of
each reporting period at least 80% (Eighty percent) of the amount due for
services provided in the reporting period should have been paid by the Clients.
The remaining 20% (Twenty percent) due for such services should be paid by the
Clients no later than within 60 (Sixty) calendar days from the end of the
respective period. The said terms and liability for non-compliance should be
included into agreement of the Agent with the Client as a mandatory provision.


In the event that
upon expiry of such period the said services have not been paid for in full by
the Clients, the advertising ordered to be broadcast by such Clients shall be
removed from the broadcasts and shall not be accepted for broadcasting until
the respective Clients’ Doubtful Debt has not been paid in full.


The Parties shall
then promptly agree on the measures to be taken to enforce the collection from
the Client of the amount outstanding together with any penalties applicable for
delay in payment.


4.13. The Parties agree that the fee calculated according
to conditions of this Agreement and paid to the Agent shall also cover all possible
charges of the Agent relating to the performance of its engagement, including
any fees payable to brokers and such expenses of the Agent shall not be subject
to any additional reimbursement by the Principal.


4.14. Calculation of Target Sales:


4.14.1. Subject to satisfaction of the exclusivity
condition as set forth in this Agreement and availability of above agreed
advertising time allocated by the Principal, the Agent shall undertake to
achieve the sales of the Principal’s Regional advertising services such that
the gross 



 29















revenues received by the Principal for broadcasting the
Regional advertising on the TV Channel as calculated for April to December
period of 2007 in accordance with the method agreed by the Parties shall be at
least equal to the ruble equivalent of the amount set forth in Appendix 2
hereto calculated based on the exchange rate of the Russian Central Bank as of
the last date of each reporting month.


The Parties have agreed annually commencing from 2007, but
not later than October 1 of the respective year to execute (sign) Appendices to
this Agreement setting forth the amount of the gross revenues of the Principal
for the following year.


The calculation of the amount of the actual gross revenues
for a calendar year in accordance with the method agreed by the Parties shall
be finalized annually not later than January 30 of the year following the
current year.  The Parties shall then set
the target sales figures (as set forth in Appendix 2 to this Agreement with
respect to April to December of 2007 and to be subsequently agreed by the
Parties for the years 2008, 2009 and 2010) against the actual gross revenues of
the Principal.  Such calculation shall be
used in connection with the performance of the terms contained in sections
4.14.2. and 8.6. hereof.


4.14.2. In cases:


·  of a failure by the Principal to comply with
obligations as to the exclusivity of the media selling arrangements with the
Agent, to allocate certain advertising time as set forth herein;


·  of material changes in the market conditions
occurring as a result of force majeure events, an economic downturn or when the
systemic risk (as defined in section of the Agreement) has materialized,


·  of
fluctuation of the dollar exchange rate as published by the Central Bank of the
Russian Federation in relation to the Russian ruble by more than ± 15%
(hereinafter referred to as “allowed exchange rate corridor” or “corridor”)
against the exchange rate as of January 1 of the respective year  (hereinafter referred to as the “reference
exchange rate”),  i.e. if in any day
during the term of the Agreement 
(hereinafter referred to as the “exchange rate deviation date”) the US
Dollar exchange rate deviates by more than 15% against the reference rate and


if during 30
(Thirty) calendar days following the exchange rate deviation date the average
weighted US Dollar exchange rate remains outside the said corridor, the Parties
shall regard such exchange rate fluctuation as a change of circumstances,
contemplated by the respective agreement.


Note:  For the purpose of this section:


“US
Dollar exchange rate” shall mean the official exchange rate of US Dollar to
Russian Ruble, published by the Central Bank of the Russian Federation on a
particular date.


“Average
weighted exchange rate” shall mean average weighted exchange rate of US Dollar
to Russian Ruble calculated according to the following formula:


AW = S Rd · d


Tdp


where:


AW –
average rate;


Rd –
exchange rate of US Dollar to Russian Ruble, published by the Central Bank of
the Russian Federation on a respective date;


d –  number of days during which the above US
Dollar exchange rate remains effective,


Tdp – total
number of days in the respective period for which the average weighted rate is
calculated.


The amounts of the
Principal’s Target Sales Revenues, as established by Appendix 2, may be revised
subject to mutual consent of the Parties by executing further supplementary
agreements.


The Parties further
agreed that the amounts of the Principal’s Target Sales Revenues, as
established by Appendix 2 shall also be subject to review if the Agent has
failed to commence 



 30
 









the media selling
services with respect to the regional advertising of the Principal for the
reasons beyond the control of the Agent.


The Parties further agree
that in the event the audience share of the Principal’s broadcasts deviates
significantly from that agreed in this Agreement or Supplementary
Agreements/Appendices thereto any of the Parties may initiate renegotiation  of the Principal’s Target Gross
Revenues; it is further understood by the Parties that the values set forth in
section 1.3 of Appendix 2 hereto shall constitute significant deviation.


The Parties define
“systemic risk” as the occurrence of events that result in a significantly
decreased ability on the part of advertising clients generally to pay their
accounts payable and/or the inability of СТС/Broadcasters to
perform their obligations, such as:


·  sovereign
default - the refusal of the Russian government to repay government debt and
debt issued under government guarantees or agreement on significant deferral
due to inability of the Russian government to meet its repayment obligations in
respect of the above debt;


·  sovereign
credit rating of the Russian Federation downgraded to D by Standard & Poor’s
(S&P); or


·  foreign
exchange trading in the US dollar or the Euro to cease for longer than 90
(Ninety) consecutive calendar days.


Reporting:


4.15. Upon
transferring the funds the Agent shall deliver to the Principal together with a
copy of the payment instructions (as required under section 4.9 hereof) an
accompanying notice in the form approved by the Parties with a detailed
break-down of the amount paid:


a)                                      amount of the
payment received to the current and/or transit currency account of the Agent
under concluded agreements including value added tax;


b)                                   amount retained
in the current account of the Agent as the Agent’s fee including value added
tax;


c)                                    period of time
within which the advertising services for which the payment was made should be
provided.


To the extent the
Principal has any objections with respect to the submitted report it shall
within 10 (Ten) calendar days from receipt thereof deliver to the Agent its
objections in writing.  If no objections
are raised within such period, the report shall be deemed accepted.


4.16         After the end of the reporting period (by fifteenth day of the month
following after the end of the reporting period), the Parties shall execute a
two-way statement, which shall set forth:


·              actual gross
revenue of the Principal in the reporting period;


a)              the amount of regional advertising sales during the reporting period
contracted by the Agent/brokers;


b)             the amount of regional advertising sales during the reporting period
contracted by the Principal (or other parties authorized by it);


c)              the amount of non-sale income (penalties, fines and other non-sale
income) collected by the Agent during the reporting period in respect of the
regional advertising placements contracted by the Agent;


·                                          the amount of receipts to the accounts of the Agent/brokers under the
agreements entered into by the Agent/brokers, including in payment for the
advertising services in the current, past and future periods;


·                                          the amount of funds, which the Agent paid to the Clients in accordance
with the terms of the existing agreements, including VAT;



 31
 









·                                          the amount of receipts to the Principal’s accounts, as stated for the
reporting period under the agreements entered into by the Agent/brokers,
including in payment for the advertising services in the current, past and
future periods;


·              the
amount of funds, which the Principal paid to the Clients, including VAT;


·              the amount of the agency fee due to the Agent
for the reporting period;


·                                          the amount of funds paid to the Agent as the agency fee, including as
payments in respect of the reporting period and as advances towards payments
for the future period or as payments for the past periods, including VAT;


·              other details, which the Parties shall deem
appropriate to reflect in the Statement.


The Agent shall deliver
together with the Statement a report on the services provided (the “Agent’s
Report”) in the form approved by the Parties.


To the extent the
Principal has any objections with respect to the submitted Statement and /or
the Agent’s Report it shall within 5 (Five) calendar days from receipt thereof
deliver to the Agent its objections in writing. 
If no objections are raised within such period, the Statement and /or
the Agent’s Report shall be deemed accepted and the engagement completed.


4.17.
The statement shall be submitted by the Agent together with the invoice for the
agency fee.


5.
LIABILITY OF PARTIES


5.1.          In the event of non-performance or the
improper performance by a Party of its obligations hereunder, such Party shall
be liable for damages to the other Party resulting from such non-performance or
improper performance.


5.2.          If either Party delays any payments
hereunder, the delaying Party shall pay a penalty of 0.04 % (four-hundredths of
a percent) on the outstanding amount for each day of delay upon the demand of
the other Party, but not more than 10 % of the delayed payment.


5.3.          In the event any unauthorized advertising is
broadcast in the Network Program Blocks and Regional Broadcast Windows, the
Principal upon the demand of the Agent shall pay to the latter a penalty equal
to the Ruble equivalent (calculated at the CBR exchange rate) of US$ 100.00
(One Hundred US Dollars) for each such unauthorized advertising broadcast.


5.4.
In the event of non-performance or improper performance by the Principal of the
obligation to broadcast advertising (see section 3.2.2 hereof) the Principal
shall be liable to compensate the damages as provided under the agreement
between the Agent/broker and the Client to the extent of the obligation not
performed, i.e. shall place the advertising in the volume, which in any case
may not be greater than the volume of advertising not placed and/or improperly
placed or shall return the price charged for the placement not completed.


The
Parties agree that the liability provided under the first paragraph of this
section shall not apply, if the non-performance resulted from an urgent change
in the line-up caused by the circumstanced detailed in section 3.2.2 hereof.


5.5.
         The
Agent shall bear responsibility for the validity of the agreements concluded by
it on behalf of the Principal.


The
Principal shall not be liable for a failure to broadcast advertising within the
Network Program Blocks and Regional Broadcast Windows through the Agent’s
fault.  To the extent the placement was
not completed in a satisfactory manner due to improper performance by the




 32
 









Agent of its obligations
under this Agreement, the Agent shall undertake to settle independently any and
all claims raised by the Clients, to compensate to the Principal for potential
damages (lost profits) and shall have no right to place on the Principal the
burden of performance of the obligations assumed by the Agent to the Clients
under such agreements.


5.6.
All payments in respect of the penalties under this Agreement expressed in US
dollars shall be made in rubles at the rate of the Central Bank of the Russian
Federation published as of the date of payment.


All penalties due to be
paid in accordance with this section shall be paid by a Party at fault
unconditionally solely upon receiving a demand from the other Party. The payment
shall be made within 15 (Fifteen) days from the date of the respective invoice.


6. Force majeure circumstances


6.1. The Parties shall be relieved from the
responsibility for non-performance or improper of its obligations under this
Agreement if proper performance was not possible due to event of force majeure,
i.e. extreme circumstances unavoidable under the existing conditions, e.g.:
natural calamities, fires, military actions, revolutions, strikes, changes in
the legislation, enactment of mandatory statutory regulations of the Russian
Federation or the Territory, unscheduled addresses by public officials (the
President, Chairman of the Government, Chairman of Council of Federation and
Chairman of the State Duma of Federal Assembly (the supreme legislative body)
of the Russian Federation and other circumstances, not dependent on will of the
Parties.


6.2. The Party for which it became
impossible to perform the obligations under this Agreement, shall be obliged to
notify the other Party immediately on occurrence and cessation of the
circumstances specified above not later than within five business days.  In this case representatives of the Parties
should consult with each other as soon as possible and agree on the measures to
be taken by the Parties.


The
occurrence of such circumstances and their duration should be confirmed by the
documents which have been issued by the respective authorized bodies or the
organizations.


6.3. Absence of notice or untimely notice
of the occurrence of such circumstances shall deprive of the right to refer to
any of these circumstances as relieving the Party failing to give notice or
giving untimely notice from the liability for the failure to perform the
obligations in a timely manner.


6.4. In case if advertising has not been
broadcast in the Network program blocks or the Regional Broadcast Windows due
to the occurrence of the above circumstances, the Principal shall, subject to
the Agent’s consent, place the remaining advertising during similar time and in
similar programs, and if such placement is not possible, return to the Clients
the amounts earlier paid for the Regional Advertising not broadcast in the
Network Program Blocks or the Regional Broadcast Windows.


7.
DISPUTE RESOLUTION


7.1          All disputes and controversies arising out of
or relating to this Agreement shall be resolved through negotiations between
the Parties.


7.2          If the Parties fail to reach agreement, the
dispute shall be submitted for resolution to the Arbitration Court of                   .


8. Term of the Agreement


8.1.
This Agreement shall cone into effect upon signing and shall be valid through (
) on December 31, 2010, except for sections 4.10 and 4.11 and subparagraph (b)
of section 4.15 and item 7 of section 4.16, which shall come into effect as of
January 1, 2008.



 33
 









8.2.
This Agreement can be terminated at any time before expiry of its term by
agreement of the Parties.


8.3.
Upon unilateral termination of the Agreement the terminating Party shall be
obliged to give to other Party a notice in writing not later than 180 (Hundred
eighty) days prior to the date of termination. 
Such termination notice shall be given by a registered mail with
acknowledgement of receipt.


The
terminating Party shall then be required to pay to the other Party a
termination fee equal to:


·  if the termination initiated by the Principal
– 15% (Fifteen percent) of the amount of the Principal’s actual gross revenues
from sales of regional advertising in the Network program blocks and the
Regional Broadcast Windows broadcast by the Principal for six full months
preceding the termination date;


·  if the termination initiated by the Agent –the
amount of the Principal’s actual gross revenues from sales of regional
advertising in the Network program blocks and the Regional Broadcast Windows
broadcast by the Principal for six full months preceding the termination date
less the fees paid to the Agent during that period of time.


Payment
of the termination fee shall be due within 30 days from the termination of the
Agreement.


The
termination fee shall be calculated in notional units - US dollars and paid in
Russian rubles at the rate of the Central Bank of the Russian Federation,
published on the date of transfer of funds.


8.4.
If on the date of receipt of the notice of termination in respect of the Agreement
(sections 8.2., 8.3. of this Agreement) by the Agent agreements with the
Clients for the placement of the Regional advertising have been  already concluded under this Agreement and
the placement of such Regional advertising is to be  completed after the date of termination of
this Agreement, the Agent shall within 10 (Ten) business days present to the
Principal the list of agreements with the Clients which will not expire as of
the termination date of this Agreement indicating to the material conditions of
such agreements: the counterpart under the agreement; the period for rendering
services under the agreement, price of services under the agreement (the
overall price and the price of services to be rendered after the termination
date of this Agreement).


The
Principal shall be obliged within 10 (Ten) business days from receipt of the
above list to inform the Agent as to which agreements concluded with Clients
should be terminated by the Agent by giving a respective notice to the Client.  In the event that under agreements which the
Agent should terminate the Clients have made advance payments, the Principal
shall be obliged within the same period of 10 (Ten) business days from receipt
of the above list from the Agent) to transfer to the current/transit currency
account of the Agent the amount of the advance payment to be returned to the
Client.


Under
other agreements, obligations on which will not be performed completely as of
the termination date, the Agent shall be obliged to assign to the Principal all
the rights and obligations under the agreements concluded by the Agent with the
Clients.


8.5.
Upon expiry of the term of this Agreement it can be extended by the agreement
of the Parties.


8.6.
If based on the results of any reporting year during the period of the years
2008 to 2010 the Agent fails to
achieve (falling short by 10% (Ten percent) or more) its media sales
objectives for the Principal’s Regional advertising such that the gross revenue
of the Principal is less than the amounts defined by the Parties as gross
target sales for the respective year, this Agreement may not be terminated by
the Principal without prior discussions between the Parties.  No later than March 10 of the year that
follows the reporting year the Parties shall hold discussions in order to
determine whether it will be possible and on what terms it will possible to
continue their 



 34
 









cooperation. If as a
result of such discussions the Parties fail to reach an agreement by the date
set forth above the Principal shall be entitled to terminate this Agreement for
the reason of the said failure of the Agent to achieve the objective (in this case the provision that
requires the payment by the Principal of
the termination fee shall not apply).


9.
NOTICES


9.1           The Parties shall
deliver all applications, notices and requests to each other to the agreed
addresses, fax and telephone numbers by courier services with a copy by fax or
electronic mail. Any such application, notice or request shall be deemed
delivered:


·  in case of delivery by courier – on the day
of delivery;


·  in case of
delivery by fax - on the day of delivery, if delivered during normal business
hours.


·  in case of delivery by electronic mail - on
the day of delivery, if delivered during normal business hours.


9.2.         All requests of the Agent to the
Principal or of the Principal to the Agent shall be reviewed by the respective
Party within two business days after the receipt of the request and replied to
in writing within the same period of time (by fax, electronic mail or courier
service). In the event the response is not received within the said period
(silence of either Party to the Agreement) the other Contracting Party shall be
entitled to proceed as follows:


·              If the question in the request was such
that it implied a straightforward “yes” or “no” answer, the second Party shall
regard the silence of the first Party as a “yes” answer.


·              If the request was for the Party’s
opinion with regard to a controversial issue the second Party shall regard the
silence of the first Party as the latter consent for the second Party to act at
its own discretion.


The actions of the Party
taken in compliance with this section of the Agreement shall be deemed to have
been taken in accordance with the terms of this Agreement without exceeding the
authority and in the event any negative consequences arise such Party may not
be held liable.


10.
MISCELLANEOUS


10.1.       This Agreement is made and executed in
two equally binding counterparts with one for each Party.


10.2.       All statements, amendments and supplements
to this Agreement shall be valid only if the same are made in writing and
signed by the authorized representatives of the Parties.


10.3.       All supplements and appendices to this
Agreement shall constitute an integral part thereof.


10.4.       The
unilateral refusal to perform the obligations or unilateral modification of the
terms of this Agreement shall not be permitted, except as set forth herein.


10.5.       Reorganization, change of corporate from, shareholders and/or
members of the management (sole and/or collective) of the Parties shall not
entitle to termination and/or modification of the conditions stated in this
Agreement.


10.6.       All terms of this Agreement shall be
confidential.


Each of the Parties shall make every effort necessary to ensure that no
third party reviews this Agreement without consent of the other Party.



 35
 









If demanded by the competent governmental agencies (law enforcement, tax,
etc.) or by the auditors a Party may allow them to review this Agreement
without first obtaining the consent of, but always giving a notice to the other
Party.


If the requirements set forth in this section are not complied with by
either Party, the other Party shall be held liable for the losses incurred by
the first Party.


10.7         The headings of the Articles of this Agreement
have been inserted for convenience only and shall in no way restrict or expand
the meaning of any of the provisions thereof.


10.8         The Parties shall immediately give to each
other a written notice in case of any change in their corporate form, addresses,
bank or other essential details.


LEGAL /
BUSINESS  ADDRESSES AND BANK DETAILS


AND
SIGNATURES OF PARTIES:


	
  

  	
  Agent:

  	
   

  	
  Principal:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [SEAL]

  	
   

  	
  [SEAL]

  	
   

  	
   

  



 



 36
 









 


 


APPENDIX 1


to the Agreement #              
dated              
200


(hereinafter referred to as
the “Agreement”)


city of                                                                                                  200  


                  
(OGRN               ),
hereinafter referred to as the “Principal”, represented by its                            ,
acting pursuant to, on one side, and                             (OGRN                              
), hereinafter referred to as the “Agent”, represented by                               ,  acting pursuant to, on other side,
hereinafter referred to as the “Parties”, executed this Agreement as follows:


1. In performance of the engagement under the terms and conditions of the
Agency Agreement, whereby the Agent undertook to take for a fee and on behalf
of the Principal certain legal and other actions to sell in its name, but on
the Principal’s account the Principal’s advertising commencing from April 1,
2007, the Agent shall carry out the following actions/activities:


1.1.          Make available to the Principal an access (through Internet, dial-up or
dedicated line connection) to the localized version of the computer-based
system enabling to carry out the planning for placement on TV channels of the
advertising, ordered by the advertisers and containing data on the Network
Advertising placements (Computerized Advertising Placement System) and maintain
the same.


1.2.                           For the purposes of assisting with
preparation of the quotes to the Clients with the respect to their advertising
placement orders as well as with the planning and enhancement of the
advertising campaigns calculate and update rating projections for advertising
blocks, broadcast intervals, etc. and their review as well as the actual
ratings, the Principal’s audience share and other audience measures for the
city of                .


For the purposes of this Appendix the ratings shall be understood as the
average number of viewers of the certain advertising block, time interval
expressed as a percentage of the total potential audience. The ratings shall be
measured based on the data provided by the Independent CJSC TNS Gallup Media for
the particular target audience.


The Agent shall conduct post-run evaluation of the advertising campaigns
and determine projected and actual ratings.


1.3.                           Enter and update data in the Computerized
Advertising Placement System;


1.3.1                     Conduct advertising campaign planning in the
Computerized Advertising Placement System:


·                  prepare the Regional Advertising placement
schedules (media planning) for the Principal’s broadcasts for the placements
contracted by the Agent/brokers;


·                  enter into the Computerized Advertising
Placement System length and version of the advertisement, title of the product;


·                  conduct upon the Principal’s special
instructions media planning based on the placement status: fixed time and/or
floating;



 37
 









·                  provide a service of checking, correcting and
revising the advertising placement scheduled provided by the Clients and
transfer the finalized information into the Computerized Advertising Placement
System;


·                  provide a service of placing floating
advertising orders contracted in any advertising placement transaction.


1.3.2                        Develop and update the following lists in the
Computerized Advertising Placement System:


·                  regional advertising Client list;


·                  list of brands for which advertising has been
placed in the regional advertising blocks.


1.4                               Contract with the Clients and plan
advertising campaigns with control of placements in the Regional Broadcasting
Windows based on product class-based classification of commercials.


When accepting advertising from the Clients
for the placement in the Regional Broadcasting Windows review the content of
the advertisements to be broadcast in the respective advertising blocks for
consistency with the creative concept of the Principal.


1.5                               Adapt the commercials accepted for the
placement under agreements entered into by the Agent/brokers.


1.6                               Complete the pre-broadcast activities with
respect to the advertising blocks:


a)              review advertising within the same
advertising blocks to be broadcast in the Regional Broadcast Window for
compatibility;


b)             determine whether it will be necessary to
place social advertising within the air time not taken up for commercial
advertising.


1.7                               Review advertising content for compliance
with the applicable Russian law and editorial policy of the Principal for
placements contracted by the Agent/broker.


1.8                               Deliver tapes/video recordings containing the
advertising, accompanying and working documents accepted by the Clients to the
Principal;


1.9                               Prepare and deliver to the Principal the data
required for the issuance of ad run reports for all of the advertising
campaigns placed in the Principal’s broadcasts (the Network Advertising and the
Regional Broadcast Windows), except for the network advertising campaigns
(network advertising), as supported by the data of the Independent Market
Research Company.


1.10                         Receive from the Clients, record, organize
and deliver on a monthly basis in electronic and hard copy and in the format
adapted for its subsequent use by the Principal the information on the authors
of music, text and video, used in the commercials that are placed in the
Principal’s broadcasts (the Network Advertising and the Regional Broadcast
Windows) as contracted by the Agent. The form to be used for provisions of such
information is attached in Appendix 3 to the Agreement.


2.             The Parties agree that the agency fee payable to the Agent by the
Principal in accordance with the terms and conditions of the Agreement shall
fully cover the 



 38
 









actions/activities set forth in section 1 of this
Appendix, as well as other appropriate and commercially reasonable expenses,
which the Agent may incur in the process of performing the engagement under the
Agency Agreement and which shall not be specially reimbursable by the
Principal.


The Parties may agree on special
reimbursement of expenses, which are not ordinary expenses (those which the
Agent incurs in the ordinary cause of business as defined in the preceding
paragraph of this section), but which Agent may incur in extraordinary
unanticipated cases or situations while carrying out its activities in the
capacity of the Agent under the 
Agreement, solely subject to prior (before the expenses are made)
approval of such expenses by the Parties and pursuant to the substantiated
(supported by respective requests) request of the Agent.


3. This Appendix is made and executed in two equally binding counterparts
with one for each Party.


4. This Appendix shall come into effect simultaneously with and shall be
an integral part of the Agreement.


Signatures of the Parties:


	
  Agent:

  	
   

  	
  Principal:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  () seal here

  	
   

  	
  () seal here

  
										



 



 39
 









APPENDIX 2


to the Agreement #             
dated                
200


(hereinafter referred to as
the “Agreement”)


city of                                                                                                       200   


                
(OGRN              ),
hereinafter referred to as the “Principal”, represented by its                              ,
acting pursuant to, on one side, and                               (OGRN                              
), hereinafter referred to as the “Agent”, represented by                               ,  acting pursuant to, on other side,


collectively referred to as the “Parties”,


have executed this Appendix on the principles of pricing of advertising
placements in the Network Program Blocks and Regional Broadcast Windows
contracted by the Agent with Clients:


Whereas
the Parties agreed that subject to the exclusivity provision contained in
section 2.3 of the Agreement, and the maintenance of the audience share at the
level specified in sections 1.3. of this Appendix, the Agent undertakes to
achieve such sales of the Principal’s Regional advertising  that the actual gross revenues of the
Principal generated by Regional advertising placed on the TV Channel as
calculated for the period of April to December of 2007 in accordance with the
method agreed between the Parties (Individual Minimum Sales) shall be at least
equal to the ruble equivalent of                                     
US Dollar (                                    
US dollars) including VAT (18 %), with the dollar equivalent of the sales to be
calculated on a monthly basis based on the exchange rate of the Central Bank of
the Russian Federation, published as of the last day of the month, with the
following distribution of planned revenues by quarter:


·      April
- June;


·      July
- September;


·      October
– December.


The
Parties further agreed that subject to the condition of exclusivity contained
in section 2.3 of the Agreement, and the maintenance of the audience share at
the level specified in sections 1.3. of this Appendix, the Agent shall make its
best effort to achieve such sales of the Principal’s Regional advertising  that the actual gross revenues of the
Principal generated by Regional advertising placed on the TV Channel as
calculated for the period of April to December of 2007 in accordance with the
method agreed between the Parties (Individual Minimum Sales)  shall be at least equal to the ruble
equivalent of                                     
US Dollar (                                    
US dollars) including VAT (18 %), with the dollar equivalent of the sales to be
calculated on a monthly basis based on the exchange rate of the Central Bank of
the Russian Federation, published as of the last day of the month, with the
following distribution of planned revenues by quarter:


·      April
- June;


·      July
- September;


·      October
– December.


The target sales revenues of the Principal for subsequent periods shall
be determined by the Parties in the Supplementary Agreements.


In case of change in the objective circumstances, changes in advertising
volumes made available by the Principal, non-compliance with the exclusivity
condition granted to the Agent, the advertising volumes as set forth in the
Agreement as well as occurrence of any of the 



 40
 









circumstances
detailed in section 4.14.2 the terms and conditions set forth herein may be
revised subject to agreement of the Parties.


1. The Parties agree on the principal factors to be considered in
determining the price in connection with the placement of Advertising within
the Network Program Blocks when contracted by the Agent/brokers with the
Clients.


Whenever the Agent
contracts the placement of Regional advertising it shall be guided by the
combination of technical, sociological and economic factors that determine the
requirements in connection with the provision of advertising services in that
particular transaction.  The initial
reference basis for pricing the services to be provided in that particular
transaction shall be determined by the Agent in consultations with the Client
at the time of developing the media strategy and shall comprise the data on
timing and geographical region for a particular advertising campaign, the
Client’s overall advertising budget, target audience of advertising or
promotion materials, information on the Client competitors’ market and any
other details required for structuring a particular advertising campaign.


The Parties agree
that the pricing of services in that particular transaction shall be based on a
multi-factor/multi-functional approach and take into account the lack of
universal measure, by applying which the quantitative assessment of the
services would be possible.


The price (amount)
of the agreement shall be such the willing Parties agree based on the market
prices for the services that exist at the time of the transaction in a
particular region as a result of the interplay of supply and demand as well as
other conditions and considerations that have relevance for the transaction.


When
entering into an agreement with a Client and pricing the services, the Agent
shall take into consideration the following factors:


1.1.  Demand for media advertising services in the
market.


1.1.1        Macroeconomic factors:


·                  Purchasing power


·                  Per capita income growth


·                  Consumer basket/consumer price index for
target groups.


a)             expert assessments of the market maturity for
certain industries/manufacturing sectors (monopoly, polypoly sectors, etc.) and
the need for marketing and advertising support of sales;


b)            expert assessments of the advertiser’s
expenditures (budgets) for marketing and medial advertising services, including
on television, in the past, current and future periods;


c)             number of market (market sector) players and
their media activity.


1.2  Broadcast advertising offering


1.2.1
The programming policy of the TV channel.


1.2.2  Changes
in the technical capabilities of the TV Channel;


·                  Extended reach with better signal;


·                  Extended reach with more powerful transmitters;


·                  Licenses obtained for new frequencies.


1.3                                  Audience share of the TV channel and the TV
channel signal transmission method (to achieve physical reach).


The Parties agree that
during the year 2007 the average annual audience share of “CTC-             ”
TV channel for “all of 6 to 54” audience (audience age)/share of              
TV channel (presenting “Domashny” programming) for “females of 25 to 60”
audience (audience age) in the Territory should be equal to              .



 41
 









In any event the average
annual TV channel audience share should not be substantially less than the
average annual value of the TV channel audience share in 2006.


The Parties shall agree that
the deviation of an average TV channel audience share for less than           
% shall not be considered material.


For the purpose of
determining the said audience share levels the Parties agreed to rely on the
data provided by TNS Gallup Media, an independent market/sociological research
company/ GFK-Rus, an independent sociological research
company.


The Principal will take all necessary efforts to ensure that during the
term of this Agreement programs of the Principal are broadcast within the
Territory with the Regional advertising, which was delivered by the Agent,
inserted in them.


1.4.
Positioning


Positioning means
that certain advertising and promotional materials should be placed in the
opening, closing or other particular position within an advertising block.


1.5.
Fixed placement


Fixed placement
means that certain advertising and promotional materials are to be placed in
particular programs or advertising blocks or on dates as are designated by the
Client.


1.6.          Floating placement


Floating placement
means that certain advertising and promotional materials are to be placed in
programs and on dates selected independently of the Client based on certain
general requirements of the Advertising Order.


1.7.
Seasonal considerations for
advertising campaign.


Seasonal variations in the demand from the Clients for placement
of advertising and promotional materials within the Network Program Blocks and
Regional Broadcast Windows.


1.8 Competitive
requirements for advertising campaign:


·      Advertising and promotional
materials placed by the Client with the requirement not to have advertising of
competing products or producers within the same programs or advertising blocks.


·      Advertising and promotional
materials placed by the Client with the requirement to have the Client’s
advertising placed in certain programs or advertising blocks together with the
advertisements for certain products or services..


1.9. Broadcasting Region.


Selection of the Russian regions for the placement of the Regional
advertising based upon certain considerations (number of populated locations;
total population; level of personal incomes; number of viewers in particular
Russian region that have the ability to receive programming of the Network
program blocks and Regional Broadcast Windows and measures).


1.10. Advertising in the same promotional material
of the goods and/or services of several advertisers or several advertised
items.


1.11. Placement of promotional materials inside the
programs and inter-program advertising blocks.


1.12.        Placement of promotional materials within
certain time intervals (including among other prime time).  Prime-time means an interrupted time
intervals having the largest viewership.


1.13.        The terms of payment for the advertising campaign.



 42
 









1.14.        Social significance of the advertising.


The purpose of a particular advertising campaign and its focus on
achievement of charitable and other socially useful goals, as well as ensuring
the interests of the nation.


2. The Principal authorizes the Agent to price each agreement
(transaction) for placement of regional advertising within the Network Program
Blocks and Regional Broadcast Windows wit due account of the above factors that
have significant impact on the form of the services and, respectively, on
contractual price of a particular advertising agreement (transaction).


3.  This Appendix shall come into effect simultaneously with and shall be an
integral part of the Agreement.


4. This Appendix is made and executed in two equally binding counterparts
with one for each Party.


Signatures
of Parties:


	
  Agent:

  	
   

  	
  The Principal:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Stamp

  	
   

  	
  Stamp

  



 



 43
 









APPENDIX 3


to the Agreement #               
dated               
200  


(hereinafter referred to as
the “Agreement”)


city of                                                                                                   200   


                
(OGRN              ),
hereinafter referred to as the “Principal”, represented by its                            ,
acting pursuant to, on one side, and                             (OGRN                            
), hereinafter referred to as the “Agent”, represented by                             ,  acting pursuant to, on other side


collectively referred to as the “Parties”, have executed this Appendix as
follows:


1. According to the provisions of the Agreement the Parties have agreed
on the following form of delivery by the Agent to the Principal of the
information on authors of music, copy writes and video used in the commercials
placed by the Principal:


                                                                                                                                                                        


The
summary the copyrights used in commercials broadcast within the Territory


                            
in                                     


in                        
(year):


	
  Commercial

  	
   

  	
  Version

  	
   

  	
  Length of

  Commercial

  	
   

  	
  Number of

  Broadcasts

  	
   

  	
  Theme

  	
   

  	
  Name

  	
   

  	
  Author

  	
   

  	
  Length, sec

  
	
     

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
     

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
     

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


General Director


                                          
(                            )


Stamp


                                                                                                                                    


2. In all other matters the Parties shall be governed by the provisions
of the Agreement.


3. This Appendix is made and executed in two
equally binding counterparts with one for each Party.


Signatures
of Parties:


	
  Agent:

  	
   

  	
  Principal:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Stamp

  	
   

  	
  Stamp

  



 



 44
 









APPENDIX 4


to the Agreement #               
dated                   
2006


(hereinafter referred to as
the “Agreement”)


city of                                                                                                   200   


                       
(OGRN                    ),
hereinafter referred to as the “Principal”, represented by its                            ,
acting pursuant to, on one side, and                             (OGRN                            
), hereinafter referred to as the “Agent”, represented by                            ,  acting pursuant to, on other side, collectively
referred to as the “Parties”,


have executed this Appendix as follows:


1. According to the provisions of the Agreement the Parties have agreed
on the following form of the Statement of acceptance-transfer of video
recordings of advertising materials:


                                                                                                                                                          


STATEMENT
ON ACCEPTANCE-TRANSFER


to
the Agreement #                       


dated                   
2006


city of                                                                                                  200  


                      
(OGRN              ),
hereinafter referred to as the “Principal”, represented by its                            ,
acting pursuant to, on one side, and                             (OGRN                            
), hereinafter referred to as the “Agent”, represented by                               ,  acting pursuant to, on other side,
collectively referred to as the “Parties”,


have executed this Statement as follows:


1.        By this Statement the Agent has transferred,
and the Principal has accepted video recordings in the number of               
(                             );
                                                        
(required identifiers).


2.        This
Statement shall become effective upon signing.


3.        This Statement shall be made
in two equally binding counterparts with one copy for each Party.


SIGNATURES OF THE PARTIES


	
  Principal

  	
   

  	
  Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (                           )
  Stamp

  	
   

  	
  (                        )
  Stamp

  
							



 


2.
In all other matters the Parties
shall be governed by the provisions of the Agreement.


3.  This Appendix is made and executed in two equally binding
counterparts with one for each Party.


Signatures
of Parties:


	
  Agent:

  	
   

  	
  The Principal:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Stamp

  	
   

  	
  Stamp

  



 



 45
 









APPENDIX 5


city of                                                                                                       200  


                    
(OGRN              ),
hereinafter referred to as the “Principal”, represented by its                             ,
acting pursuant to, on one side, and                              (OGRN                             
), hereinafter referred to as the “Agent”, represented by                         ,  acting pursuant to, on other side, have
executed this Appendix as follows:


1.
With this Appendix the Parties have agreed on the following forms of the
Principal’s request for the Agent’s consent to the contracting of the regional
advertising placements by the Principal:


Request
Form:


“In accordance with the provisions of the Agency
Agreement No                                dated                
         г.                                                                           (Principal) requests your consent to the
execution of the advertising agreement on the following terms and conditions:


	
  Item

  	
   

  	
  Client

  	
   

  	
  Advertising Campaign

  and/or Brand Title

  	
   

  	
  Advertising

  Placement

  Period

  	
   

  	
  Price of

  Advertising

  	
   

  	
  Advertising to be

  Placed

  
	
     

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
     

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
     

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


On behalf of the Principal:


                             
(                                     )
seal here


                                           
200   


 


2.   This Appendix shall come into effect
simultaneously with and shall be an integral part of the Agreement.


3.             This Appendix is made and executed in two
equally binding counterparts with one for each Party.


Signatures
of the Parties:


	
  Principal:

  	
   

  	
  Agent:

  
	
   

  	
   

  	
   

  



 



 46
 









Appendix 2


To Supplementary Agreement of July 11, 2007


to Agreement No VT-23/0106 dated January 30, 2006,


made between


CTC Media, Inc.


CJSC “Video
International Group of Companies”


and CJSC “Video International “Trend””


Moscow  July 11, 2007


The
Parties agreed to amend and modify the Appendix effective as of July 11, 2007
and replace the Distribution Schedule for Base Amounts of Sales by the
Broadcasters for April to December of 2007
with the following one:


Individual
Minimum Sales and Individual Target Sales


in
respect of the


Broadcasters
listed below


for
April – December of 2007


 


	
   

  	
   

  	
   

  	
   

  	
  Broadcasting

  	
   

  	
  Individual Minimum Sales/Individual Target

  Sales (VAT inclusive) $ inclusive Agency’s/Agency

  Companies’ Fees

  
	
  Item

  	
   

  	
  City/TV Channel

  	
   

  	
  Company

  	
   

  	
  Q2

  	
   

  	
  Q3

  	
   

  	
  Q4

  	
   

  	
  Total

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Moscow / CTC

  	
   

  	
  OOO “Marathon-TV”

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  2

  	
   

  	
  Moscow / Domashny

  	
   

  	
  OAO “Teleexpress”

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  3

  	
   

  	
  St.- Petersburg / CTC

  	
   

  	
  ZAO “Telecompany “Channel 6”

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  4

  	
   

  	
  St.- Petersburg / Domashny

  	
   

  	
  ZAO “Nevsky channel”

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  5

  	
   

  	
  Kazan / CTC

  	
   

  	
  ZAO “Channel 6”

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  6

  	
   

  	
  Samara / CTC

  	
   

  	
  ZAO “Radio-Volga-TV”

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  7

  	
   

  	
  Samara / Domashny

  	
   

  	
  ZAO “Orion TV”

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  8

  	
   

  	
  Nizhniy Novgorod / CTC

  	
   

  	
  OOO “NTK”

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  9

  	
   

  	
  Omsk / CTC

  	
   

  	
  ZAO “Zodiac”

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  10

  	
   

  	
  Rostov – on – Don / CTC

  	
   

  	
  ZAO “YuRKh”

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  11

  	
   

  	
  Vladivostok / CTC

  	
   

  	
  OOO “CTC-Voshod”

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  12

  	
   

  	
  Perm / CTC

  	
   

  	
  ZAO “TV-Maxima”

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  



 



 47
 









 


	
  13

  	
   

  	
  Perm / Domashny

  	
   

  	
  OOO “Telecompany “T-8”

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  14

  	
   

  	
  Volgograd / CTC

  	
   

  	
  OOO “CTC-Volgograd”

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  15

  	
   

  	
  Voronezh / CTC

  	
   

  	
  OOO “VTK”

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  16

  	
   

  	
  Voronezh /Domashny

  	
   

  	
  OOO “PKF “Radiosvyaz”

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  17

  	
   

  	
  Tver / CTC

  	
   

  	
  ZAO “TRK “Guberniya”

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  18

  	
   

  	
  Ufa / CTC

  	
   

  	
  OOO “CTC-Ufa”

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  19

  	
   

  	
  Barnaul / CTC

  	
   

  	
  OOO “Vega TV”

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  20

  	
   

  	
  Novosibirsk / CTC

  	
   

  	
  OOO “Television station “Mir”

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
  21

  	
   

  	
  Kemerovo / Domashny

  	
   

  	
  OOO “TVTz-Tom”

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
   

  	
   

  	
  Total minimal

  	
   

  	
   

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  
	
   

  	
   

  	
  Total Target

  	
   

  	
   

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  	
   

  	
  [**]

  



 


 


 




	
  

  	
  SIGNATURES OF THE PARTIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  On behalf of CTC

  	
   

  	
  On behalf of the Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (A.E. Rodnyansky)

  	
   

  	
  (S.A. Vasiliev)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (V.S.Khanumyan)

  	
   

  	
   

  
	
   

  	
   

  	
  /

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  On behalf of the Agency

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (T.A. Vavilova) seal here

  
						






 



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