Exhibit 10.73


 


Confidential Materials omitted and filed
separately with the Securities and Exchange Commission.  Asterisks denote
omissions.


 


AGENCY AGREEMENT No. VT-941/1207


 


	
  Moscow

  	
  25 December  2007

  



 


Closed Joint Stock Company “TV DARIAL” (OGRN 1027739313205), hereinafter referred
to as the “Principal”, represented
by its General Director Ms. Vilma Martsulevichyute, acting pursuant to the
Charter on one side, and Closed Joint Stock
Company Video International “Trend” (OGRN 1027700294171),
hereinafter referred to as the “Agent”,
represented by Ms. T.A. Vavilova, Deputy General Director for Sales and
Regional Network Development, acting pursuant to the power of attorney of April 5,
2007, on other side, hereinafter referred to as the “Parties”, entered into this
Agreement as follows:


 


1. Definitions.


 


1.1. For the purposes of this Agreement the terms
defined below have the following meanings:


 


1.1.1. “TV
Channel (TV Channel Airtime)” means television broadcasting channel
DARIAL TV, which broadcasting has been carried out under television
broadcasting license TV No. 7284 dated May 14, 2003, issued to the
Principal by the Ministry of the Russian Federation for Print, Television,
Radio  and Mass Communication Media and
television broadcasting license TV No. 11184 dated January 31, 2007,
issued to the Principal by the Federal Authority for Supervision over Legal
Compliance in Mass Communications and Cultural Heritage Protection.


 


1.1.2. “Advertising” means the information disseminated by any
method, in any form and using any media, addressed to an unlimited audience and
aimed at attracting attention to the advertised item, building and maintaining
awareness of it and promoting it in the market.


 


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


 


Social
advertising may not mention 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.


 


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


 


Forms of Sponsorship Advertising: Sponsorship
Advertising placed with interruption of a TV program/film; and Sponsorship
Advertising placed as overlay ads in TV program\film, including by
superimposing on the frame (line ads, logo, etc.) or otherwise integrating the
sponsor’s marks into the television program content.


 


As part of this Agreement the Agent is engaged by
the Principal to take legal and other actions for selling to the Clients the
Sponsorship Advertising placed by interruption method;


 


1.1.5.  “Commercial” means an audiovisual production
containing advertising usually with duration of up to 120 (one hundred twenty)
seconds;


 


1.1.6. “Advertising
program” means an audiovisual production containing advertising
usually with duration of over 120 (one hundred twenty) seconds;


 


1.1.7 “Logo”
means a unique design of the advertiser’s name used as a symbol to identify a
product and often being its trademark.


 


This design is placed either in a static or dynamic
form in any corner of the frame, but should not occupy more than 7% (seven
percent) of the frame space and in no event should it lap over the broadcasting
TV channel logo.


 


1.1.8                     “Line ad” means advertising type message
broadcast within and between programs, presenter’s announcements and break
bumpers by overlaying a static or dynamic text at the bottom of TV screen.


 


1.1.9                     “Break Bumper” means the presentation of the
advertised object or advertiser/sponsor in the beginning, in the middle or in
the end of a program/film;


 


	
  Agent

  	
   

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  V.L. Vshyvkin

  	
   

  	
  A.E. Rodnyansky

  



 


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1.1.10.           “TV Shop”
means an advertising program (advertising material), containing advertising of
one or more of advertised items (several products, etc.) and providing a
contact phone number or other method of communication, by which consumers may
order any of the products advertised in the program for home delivery.


 


1.1.11.           “Advertising Services” means the acceptance by the Principal
for broadcasting inside the TV Channel broadcasts, Slots, Moscow Advertising
(including the Sponsorship Advertising, placed by interrupting a TV
program/film and the Social Advertising, placed on charge basis).


 


1.1.12.           “Centrally
Originated Advertising” means the advertising broadcast on the TV
Channel in all regions covered by TV Channel programming distribution network
within the Russian Federation and not to be excluded from the broadcasts or
replaced with other audio/video productions.


 


1.1.13.           “Regional
Advertising” means advertising placed in the TV Channel airtime for
broadcasting solely within the territory of certain cities and regions of the
Russian Federation.


 


1.1.14.           “Moscow
Advertising” means a type of regional advertising placed on the TV
Channel within the time intervals agreed between the Agent and the Principal to
be broadcast exclusively within Moscow and the Moscow region.


 


1.1.15              “Principal’s own promotion” means announcers
of the TV Channel programming components, TV Channel Advertising, the Principal’s
announcements of marketing and other events organized and conducted by it;


 


1.1.16.           “Unauthorized
Advertising” means the advertising broadcast by the Principal on the
TV Channel on its own without participation and obtaining a prior written
consent of the Agent.


 


The Unauthorized Advertising shall be deemed to
include:


 


a)                                      TV Channel break
bumpers, opening and closing the advertising blocks, which do not contain third
party advertising;


 


b)                                     the Principal’s own
announcements;


 


c)                                      advertising placed
by the Principal consistent with the requirements of this Agreement;


 


d)                                     Centrally
Originated Advertising;


 


e)                                      Regional
Advertising broadcast within Russian cities/regions other than Moscow and the
Moscow region;


 


1.1.17. “Clients” means the advertisers (including sponsors), other
third parties representing the advertisers (or sponsors) under respective
agreements, as well as third parties ordering the placement of sponsorship or
social advertising.


 


1.1.18.            “Brokers” means agents, sub-agents, brokers,
sub-brokers and proxies of the Agent or, agents, sub-agents, brokers and
sub-brokers of the proxies for the Agent;


 


1.1.19. “Principal’s Actual Advertising Revenue”
shall consist of:


 


·  revenues generated by
advertising agreements made by the Clients both through the Agent/Brokers and directly with the Principal (or persons authorized
by the Principal) upon the Agent’s consent (as set forth in section 3.1.7
hereof)  net of the value added tax;


 


·  revenues generated by
advertising agreements made by the Clients with the Principal (or persons authorized by the Principal other than the
Agent), under which advertising services are to be provided after the date of
this Agreement, net of the value added tax;


 


·  other revenues
(fines, penalty interests and other income including the termination fee), due to the Principal
and actually received by the Agent/Brokers/Principal in transactions entered
into with Clients by the Agent or Brokers;


 


1.1.20. “Entering
into transactions” means taking such actions as to create, vary or
terminate private rights and
obligations (concluding, amending (agreeing on amendments), including agreement
extensions or terminations,
as well as taking physical actions that result in legally binding
consequences);


 


1.1.21. “reporting period” means
one calendar month;


 


1.1.22. “Intra-Day Program Substitution”
means change in broadcasting time (within the same broadcasting day) of
programs broadcast on the TV Channel.


 


1.1.23. “Cross-promotion” means advertising
information on any third parties (hereinafter referred to as “Counterparties”),
if the Counterparty(-s) places (place) 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 a mass media outlet (mass media offices, publishers), and the
advertising information presented by them for placement can only be about the Counterparty or a
respective mass-media outlet (a mass-media group of the respective
Counterparty).


 


1.1.24. “Scheduling Sheet” means a
schedule of all of the TV Channel transmissions second-by-second covering one
day’s airtime (from commencement through the end of broadcasting);


 


	
  Agent

  	
   

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  V.L. Vshyvkin

  	
   

  	
  A.E. Rodnyansky

  



 


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1.1.25.            “Spot” means an interval
agreed by the parties in accordance with the procedure set forth in section 2.3
hereof allocated within the TV Channel airtime for inserting the Moscow
Advertising. The Spot Schedule will be provided by the Principal in electronic
form. Spots are indicated on the Scheduling Sheet and are identified within the
TV Channel broadcasts in a special manner that will be advised by the Principal
to the Agent.


 


1.1.26.            “Interactive Element” means
an element of programming that enables viewers to participate by making phone
calls or sending sms or e-mail messages or otherwise.


 


2. Scope of 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 to the Client the advertising services offered by the
Principal commencing from January 1, 2008 and ending on December 31,
2010 (including all television programs on the New Year night up to 6 a.m.,
Moscow time on January 1, 2011).


 


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. The Principal agrees
to broadcast the advertising placed by the Agent under the agreements made with
the Clients pursuant to this Agreement. For the purpose of performance of the
obligations to the Clients under agreements entered into by the Agent, the
Principal shall allocate time intervals (Spots) for the placement of
advertising that are to be agreed between the Parties for the respective
period.  The advertising volumes shall be
agreed in accordance with this Agreement.


 


2.4 The Agent shall act
on exclusive basis; the Principal agrees not to enter with third parties
without the Agent’s prior written consent into any similar agency agreements,
or commission or engagement agreements intended to sell advertising. The
provisions of this section are not applicable to the placement of the Centrally
Originated Advertising,  Sponsorship
advertising within a TV program/film, placed by overlay method, the Principal’s
own promotion, as well as to the Cross Promotion.


 


2.5. This Agreement shall not apply to pre-election
advertising, social advertising broadcast on no-charge basis and broadcasting
on the TV Channel of the Interactive Elements.


 


3. Obligations of the Parties


 


3.1.  Obligations and rights  in connection with
entering into transactions and approving their terms


 


3.1.1.
The Principal shall grant to the Agent a power to take legal and other actions
in connection with selling advertising without any further approval on the part
of the Principal, 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, the 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 1 hereto as well
as by all other appendices and addenda to this Agreement.


 


3.1.2. The
Agent shall seek to secure the best possible conditions for the Principal in
the agreements between the Agent and the Clients. The Agent may, subject to the
Principal’s consent, enter into advertising placement agreements on terms
different from those set forth in Appendix 1, if it was impossible to obtain
better contractual conditions, and, where by contracting on such terms that are
different from those set forth in Appendix 1, the Agent has averted even more
negative consequences for the Principal.


 


3.1.3. The
Parties agreed that TV shop advertising with lengths of up to 45 (Forty Five)
seconds may be accepted by the Agent for placement on the TV Channel for
broadcasting in Moscow and the Moscow Region without additional approval by the
Principal. TV shop advertising with lengths of over 45 (Forty Five) seconds may
be accepted by the Agent for placement on the TV Channel for broadcasting in
Moscow and the Moscow Region only subject to additional approval by the
Principal.


 


3.1.4                      The Agent’s
Client Agreements shall contain the following provisions:


 


·  the Client shall strictly comply with legal requirements as to the
content and design of the advertising materials;


 


·  provision
allowing for unilateral termination of the agreements by the Agent by notice to
the Clients no earlier than 30 (thirty) days prior to the termination date;


 


·  provision
allowing the Principal to refuse to broadcast the Moscow Advertising in case
the Principal reasonably believes that these advertising materials are not in
compliance with the law of the Russian Federation;


 


	
  Agent

  	
   

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  V.L. Vshyvkin

  	
   

  	
  A.E. Rodnyansky

  



 


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


 


·  the Agent
(the Principal) shall not guarantee coverage for the TV Channel broadcasts
within the entire Moscow region;


 


·  line ads shall not be
accepted for placement on the TV Channel for broadcasting in Moscow and the
Moscow Region;


 


·  TV shop advertising
with lengths of over 45 (Forty Five) seconds may not be placed on the TV
Channel for broadcasting in Moscow and the Moscow Region in the interval
between 7 p.m. and 1 a.m.;


 


·  the Agent
shall take every effort to ensure that minimal penalties be provided for breach
of arrangements relating to placement of advertisements.


 


3.1.5. The Agent shall
carry all rights and obligations under agreements with Clients made pursuant to
this agency arrangement, even if the Principal was named in any such agreement
and entered into direct arrangements with the Clients.


 


3.1.6.
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, provided that the cost of such third party services is paid by the
Agent from the agency fees due to it under this Agreement.


 


3.1.7.
The Principal shall enter into direct
arrangements for sale of its advertising services as the same are defined in
section 1.1.11 hereof and shall grant to third parties a right to enter into
such arrangements only subject to a prior written consent of the Agent
and upon such conditions as shall be agreed with the Agent, for which purpose a
written form is provided in Appendix 2 hereto.


 


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.


 


3.1.9 The Agent shall within five days from receipt of the
Principal’s request in writing
provide to the Principal any information (copies of agreement, invoices,
letters, etc.), relating to the Agent’s transactions with the Clients entered
into pursuant to this Agreement.


 


3.2  Obligation of the Principal
to inform on programming schedule and placement of advertising in the TV
Channel airtime.


 


3.2.1. The Principal shall provide to the Agent the Programming schedule (including approximate schedule for
advertising blocks) of the TV Channel in effect as of the date of this
Agreement.


 


The principal shall notify the Agent on changes in
the TV Channel’s Programming Schedule at least 30 days before such changes take
effect.


 


The Principal shall deliver to the Agent by an
electronic communication a Scheduling Sheet at least two days before the Moscow
Advertising is scheduled to go on air.


 


The broadcasting time for various components of the
TV Channel broadcasts as set forth in the Scheduling Sheet may deviate from the
times indicated in the Programming schedule by no more than ten minutes. The
actual timing of transmission of the elements of the TV Channel broadcasts may
not deviate from that set forth in the Scheduling Sheet by more than two
minutes.


 


The procedures for placement of advertising in
Moscow and the Moscow region are as set forth in “Procedures for placement of
advertising in Moscow and the Moscow region”, which is attached as Appendix 3
hereto.


 


The Principal may not modify the
broadcasting schedule or advertising volumes except as provided in this section
and in cases of changes made in connection with the intra-day program substitution, the events of national
significance, declaration of days of national mourning where such changes in
the broadcasting schedule could not be reasonably agreed with the Agent and
provided the Agent was informed of such changes in the broadcasting schedule in
writing within 2 days after the changes were made.


 


The Programming Schedule and Spot Schedule as
well as information on any changes therein shall be delivered in electronic
form as well as in hard copy signed by the Authorized representative of the
Principal with the Principal’s original seal affixed.


 


3.2.2                     The Principal shall ensure
that the technical conditions of the TV Channel broadcasting are strictly
maintained and proper coverage for the TV Channel is ensured.


 


3.2.3                     The Principal shall allocate
within the TV Channel programming schedule the Spots with the total length of
at least 30% allocated for the placement of the Advertising Materials in the TV
Channel daily airtime, except for the days of maintenance on the TV Channel.


 


	
  Agent

  	
   

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  V.L. Vshyvkin

  	
   

  	
  A.E. Rodnyansky

  



 


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


 


3.3.1. Video recordings of the Advertising shall be
delivered to the Principal on Betacam SP video tapes at 16 Dokukina Street,
building 1, Moscow.


 


The
advertisements shall be delivered together with the accompanying documents
required to develop programming schedule sheets for placing the advertising in
the TV Channel airtime.


 


The
advertising materials shall only be accepted if the same are in a ready form
and conform to the Principal’s technical requirements.


 


3.4 The
Agent shall have a discretion to reject without any consultations with the
Principal any advertising of the Clients that is non-compliant with Russian law
or Technical 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 (refer to Section 6
hereof). If such response is given in electronic form the original of the
response in hard copy shall be delivered to the Agent within 14 calendar days
after the date, on which the electronic response was given.


 


3.5.
When accepting advertising matter from the Agent, the Principal may reject the
advertising accepted and delivered by the Agent if the Principal determines
that it is not compliant with Russian law, Technical requirements or is
inconsistent with the creative, artistic or ethical concepts underlying the
Principal’s programming policy.  The
Principal shall deliver to the Agent a written notice of rejection with
reasonable explanations for such rejection no later than within two business
days from the date on which such advertisement was delivered.


 


In
the event that the Agent did not receive in a timely manner the Principal’s
notice of rejection and the advertisement delivered to the Principal was not
broadcast on the TV Channel, the Agent shall consider this as non-performance
by the Principal and shall be entitled to claim penalties from the latter as
set forth in section 5.4 hereof.


 


3.6.
The Principal shall be allowed not to broadcast advertising on days that were
declared advertisement-free by the order issued by the TV Channel management.
In such case the Principal shall by way of specific performance have an
obligation, upon the Client’s demand and in accordance with the Client-approved
schedule, to broadcast the advertisement not run on the TV Channel of the same
duration without additional payment or, if it is provided by the Client  Agreement,
to reduce the cost of its services and return a respective amount within such
period of time and on such conditions, as provided hereunder.


 


3.7.
Obligations and rights of the Parties with respect
to monitoring the broadcasting of advertising and performance of obligations.


 


3.7.1.
The Parties shall put in place necessary monitoring procedures to ensure that
the advertisements were broadcast in full and correctly.


 


The
Principal shall deliver to the Agent in a timely manner (within five days from
receiving a request) ad run reports, confirming the broadcast of the
advertisements prepared on the basis of the data, provided by the Agent.


 


3.7.2.
If unexpected or other circumstances arise that prevent the performance of an
advertising placement agreement, the Agent shall immediately inform the
Principal about this.


 


3.7.3. In the event a Client fails to perform
obligations in a transaction the Agent shall take appropriate steps to collect
such outstanding amounts and then, if requested, shall assign to the Principal
the claims relating to such transaction in compliance with the rules applicable
to claim assignments.


 


3.7.4 In the event that the advertising services have been
performed by the Principal improperly through the fault of the Agent the Agent
shall itself and at its own cost settle such matters with the Clients.


 


3.8                               Obligations and rights of the
Parties with respect to placement of Cross-promotion


 


3.8.1                     The Parties agree that if needed and provided
that the placement of such advertising does not result in breach of the Client
Agreements the Principal may upon the Agent’s consent, which should not be
unreasonably withheld, to place in the TV Channel airtime Cross-promotion, the
Principal’s own promotion as well as advertising of entities (or other
advertised items owned or promoted by them), of which the Principal is a
manager, participant or shareholder or of the Principal’s affiliate (persons
being part of the same group with the Principal) within time intervals
allocated and designated for the Moscow Advertising with the total 


 


	
  Agent

  	
   

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  V.L. Vshyvkin

  	
   

  	
  A.E. Rodnyansky

  



 


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duration of up to 120 (One Hundred ) seconds
a day subject to limitation to 60 (Sixty) seconds in the interval between 7 p.m.
and 1 a.m.


 


The
Principal shall request the Agent’s consent for the placement of such materials
at least ten days before the same are to be broadcast and if the Agent failed
to provide a substantiated refusal for such placement at least five days before
the scheduled date of broadcast of such materials, the Agent’s consent shall be
deemed to have been given.


 


In
any case such advertising may not occupy more than 5% of such time intervals
allocated by the Principal for advertising contracted by the Agent and the
Principal during a month and may not be to the detriment of the Agent’s
proposed commercial placements.


 


The
said materials may be placed solely if the advertising time in the intervals,
in which such materials are expected to be placed, have not been sold to other
Clients. Such materials can be removed from the TV Channel airtime, if the
advertising time in the respective intervals have been sold by the Agent to the
Clients subject to at least five calendar days’ notice to the Principal.


 


4. Financial Arrangements


 


Agent’s Fee:


 


4.1. The agency fee of the Agent for the performance of legal and other
actions shall be equal to 15% (fifteen percent) of the Principal’s Actual Gross
Revenue in a given reporting period.


 


The
Agent’s entitlement to the agency fee shall arise from the moment the
Advertising services were actually performed by the Principal in the relevant reporting
month.


 


4.2. The accrued agency fee due to the Agent (section 4.1. of this
Agreement) shall be increased by the amount of value added tax in accordance
with the applicable law of the Russian Federation.


 


The
agency fee shall be calculated from the Principal’s Actual Gross Revenue,
determined by the Parties in Rubles (if the advertising rates are set in US
Dollar equivalent – at the exchange rate published by the Central Bank of the
Russian Federation as of the last day of the reporting month) in a statement
for the respective reporting period.


 


The
payment of the agency fee to the Agent shall be made in the manner provided
respectively in sections  4.4. to 4.11.
hereof.


 


Settlement Procedures:


 


4.3. The
price for the placement of Advertising in the Client Agreements shall be fixed:


 


·  in Client Agreements with Russian
resident Clients and non-resident Clients paying in Rubles – in Russian Rubles;


 


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


 


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


 


4.4. The
payments in Russian Rubles under Client Agreements shall be made to the Agent’s
current account.


 


Subject
to sections 4.6., 4.8., 4.9 and 4.10. hereof, the Agent shall be required to
transfer the amounts received  under such
Client Agreements to the Principal within three banking days. The said three
day period shall be counted from the moment the Agent receives an attachment to
the bank statement showing that the funds have been credited to the Agent’s
account.


 


To
the extent a particular transaction was entered into with the involvement of
the brokers, all funds received under the Client Agreements should be
transferred to the Principal (subject to sections 4.9. and 4.11. hereof) within
ten bank days from the date of receipt of the funds from the Client.


 


4.5. The Agent may upon approval of the Principal instruct the Client to
make the payment in Russian Rubles under the Agent’s Client Agreement directly
to the Principal’s current account.


 


	
  Agent

  	
   

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  V.L. Vshyvkin

  	
   

  	
  A.E. Rodnyansky

  



 


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4.6. The Agent may transfer to the Clients in Russian Rubles those amounts
that are to be returned to the latter under the Client Agreements made with
them, including from the funds received from other Clients to the Agent’s
account for the benefit of the Principal, but not yet paid to the Principal.


 


4.7. The
payments in US Dollars under the Client Agreements 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 to the Principal’s
transit currency account within three banking days. The said three-day period
shall be counted from the moment of receipt by the Agent of the attachment to
the bank statement showing that the funds have been credited to the Agent’s
account.


 


4.8.
In those cases when any hard currency amounts received should be returned to
the Client in accordance with the respective Client Agreement with the same,
then:


 


·  if such amount has already been
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 US Dollars 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;
and


 


·  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 in US Dollars the respective amount to be
returned.


 


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
within ten-day period, 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.


 


4.9. Out of the amounts in Rubles received to the current accounts of the
Agent/broker for the benefit of the Principal under the Client Agreements the
Agent/broker (under agreement with the Agent) shall be entitled to retain 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 to the Clients under the terms of the agreements 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 agreements with
non-resident Clients and the Ruble equivalent of US Dollar funds returned by
the Principal and/or the Agent/brokers to the non-resident Clients under the
terms of the agreements 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.


 


4.10. The settlements between the Parties shall be made on a daily basis as
long as payments are received from the Clients. The Agent shall be entitled to
withhold the Agent’s fee on a daily basis. 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.


 


4.11. 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 agency fee in the future
period settlements.


 


4.12 The
Parties agree that the Agent/brokers shall contract with the Clients on such
terms and conditions that the advertising services provided by the Principal be
paid for in full no later than within 45 (forty five) days from the end of the
respective reporting period.


 


4.13 No
expenses (costs) of the Agent incurred by it in the performance of this
Agreement shall be subject to separate reimbursement to it by the Principal
(section 2 of art. 975 of the Russian Civil Code).


 


Reporting:


 


4.14. Upon
transferring the funds, the Agent shall deliver to the Principal a notification
report in the form approved by the Parties.


 


	
  Agent

  	
   

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  V.L. Vshyvkin

  	
   

  	
  A.E. Rodnyansky

  



 


7

















 


To the extent the Principal has any objections with
respect to the submitted notification 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 report shall be deemed accepted.


 


4.15 After the end of each reporting month (by
fifteenth day of the month after the reporting one, the Parties shall execute a
two-way statement (the “Statement”), which shall set forth:


 


·                                          the Principal’s Actual Gross Revenue for the reporting period;


 


·                                          the amount of receipts to the Agent’s/broker’ accounts
during 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 Agent has transferred to
the Clients in accordance with the terms of the Client Agreements;


 


·                                          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;


 


·                                          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 amounts retained by the Agent), including as payments in respect
of the reporting period and as advances towards payments in respect of a future
period or as payments for past periods;


 


·                  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 4 (Four) 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.


 


4.16.  The Statement shall be submitted by the Agent
together with the invoice for the agency fee.


 


5.  Liability of the Parties and
Releases


 


5.1. If
obligations under this Agreement have not been performed or have been performed
improperly, a Party shall be liable to compensate to the other Party damages
caused by such non-performance or improper performance.


 


5.2. In
respect of delayed payments under this Agreement the delaying Party shall pay a
penalty interest at the rate of 0.01% (one hundredth of percent) on the amount
of the delayed payment for each day of delay.


 


5.3. In the
event of any Unauthorized Advertising has been run in the TV Channel broadcasts
the Principal shall pay to the Agent a penalty equal to 50,000 (Fifty Thousand)
Rubles net of VAT for each 30 seconds of airtime occupied by such Unauthorized Advertising.


 


5.4. In the
event the Principal’s obligation to broadcast advertising was performed
improperly and inconsistently with the terms of the agreement entered into with
the Client by the Agent/broker (i.e. the Principal failed to broadcast
advertising or broadcast it at a time or on a date, other than agreed for such
advertising to go on air, failed to observe the sequence of advertisement
broadcasting, broadcast a wrong version of the commercial, failed to ensure
that the same is broadcast with proper quality, etc.) as well as where services
were not provided without proper notification of the Agent, the Principal shall
by way of specific performance have an obligation, upon the Client’s demand and
in accordance with the Client-approved schedule, to broadcast the advertisement
not run on the TV Channel with the same duration without additional payment or
if it is provided by the Client Agreement to reduce the cost of its services
and return a respective amount within such period of time and on such
conditions as provided hereunder.


 


Furthermore,
to the extent provided under the agreement entered into with the Client by the
Agent/broker the Principal in accordance with the terms of the Agreement
between the Agent/broker and the Client shall have an obligation to compensate
for damages to the extent of non-performed obligations, i.e. shall place
additional Client’s advertising in the volume, which in any case may not be
greater than the volume of advertising not broadcast and/or improperly
broadcast.


 


	
  Agent

  	
   

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  V.L. Vshyvkin

  	
   

  	
  A.E. Rodnyansky

  



 


8

















 


5.5                               If either Party fails to comply with section
8.1 of this Agreement by rescinding this Agreement unilaterally and this
Agreement is terminated according to section 8.4, the terminating Party shall
pay to the other Party a penalty:


 


·                  If
the termination is by the Agent – the penalty amount shall be calculated as the
cost of the Principal’s services for three months preceding the rescission of
the Agreement.


 


·                  If
the termination is by the Principal – the penalty amount shall be calculated as
the Agent’s fee for three months preceding the rescission of the Agreement.


 


The
penalty shall be paid within 10 (Ten) calendar days from the date of
termination of this Agreement.


 


5.6                               The penalties due under this section shall be
payable by the defaulting Party unconditionally and always subject to receipt
by the latter of the other Party’s demand. 
The payment shall be made within 30 (Thirty) days from the issuance of
the respective invoice.


 


5.7. The
Parties shall be relieved of the liability for non-performance or improper
performance of the obligations under this Agreement, if such non-performance or
improper performance was caused by the conditions of force-majeure, i.e.
circumstances of extraordinary nature unavoidable in a particular situation,
such as natural calamities, fires, military hostilities, revolutions, strikes,
legislative changes, enactment of mandatory regulations, unscheduled broadcast
addresses of the government officials (President of the Russian Federation,
Chairman of the Government of the Russian Federation, State Duma Speaker) and
other circumstances beyond the control of the Parties.


 


5.8. A Party
that is unable to perform its obligations under this Agreement shall promptly,
but no later than within five days, notify the other Party of the occurrence
and cessation of such circumstances. In such case, the Parties’ representatives
should as soon as possible consult with each other and agree on the steps to be
taken by the Parties.


 


The
occurrence and duration of such circumstances shall be confirmed by documents
issued by respective competent authorities or entities.


 


5.9. A
failure to notify or to notify in a timely manner on the occurrence of such
circumstances shall result in the Party that failed to notify or to give a
timely notification losing its right to claim any such circumstances as
relieving it from the liability for the failure to perform its obligations in a
timely manner.


 


6. Notices under the Agreement


 


6.1. 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.


 


6.2. 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 (failure of either party to this Agreement
to respond) the other contracting party shall be entitled to proceed as
follows:


 


·                                          If the question in the request was such that
one Party requested a straightforward “yes” or “no” answer, the second Party
shall regard the silence of the other Party (the “first Party”) as a “yes”
answer.


 


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


 


6.3.
The actions of the Party taken in compliance with section 6.2. 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 in any way.


 


7. Dispute Resolution


 


7.1. All
disputes and controversies that may arise out of or in connection with this
Agreement shall to the extent possible be resolved through negotiations.


 


7.2. In the
event the Parties fail to reach agreement, the dispute is to be resolved by the
Moscow Arbitration Court.


 


	
  Agent

  	
   

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  V.L. Vshyvkin

  	
   

  	
  A.E. Rodnyansky

  



 


9

















 


8. Agreement Validity


 


8.1. This Agreement shall come into effect upon
execution and shall be valid through December 31, 2010 (including all TV programs
of the New Year night up to 6 a.m. Moscow time on January 1, 2011).


 


8.2. The
Agent shall have the right to contract with the Clients for the placement of
advertising, where the services are to be provided beyond the term of this
Agreement only subject to prior consent of the Principal.


 


8.3 The
Agent shall have the right to contract with the Clients for the placement of
advertising, where the services are to be provided beyond the term of this
Agreement only subject to prior consent of the Principal. If at the time of termination and/or rescission of this Agreement the
placement of the advertising under any agreement made by the Agent in
accordance with this Agreement has not been completed, the obligations of the
Parties shall terminate upon completion of broadcasting of the advertising in
transactions entered into before 6 a.m. on January 1, 2011 and after
completion of all settlements and payments of penalties in accordance with this
Agreement. That is the parties shall continue to honor agreements made by the
Agent with the Clients for the placement of advertising that are outstanding as
of the date of termination of this Agreement (the Agent shall continue to issue
invoices and to receive its fees as well as to complete settlements with the
Principal as provided by the terms of this Agreement).


 


8.4 Either
Party may terminate this Agreement by giving to the other Party 90 (Ninety)
days’ notice of its intention to terminate this Agreement. Such notice shall be
given by registered mail with acknowledgement of receipt or by courier
delivery.


 


8.5 Any
reorganization, change of legal form, shareholders and/or management (whether
sole and/or collective) of the Parties shall not constitute a ground for the
termination and/or change of the provisions set forth in this Agreement.


 


8.6. Upon
expiry of the term of this Agreement it can be renewed by agreement of the
Parties.


 


9. Miscellaneous


 


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


 


9.2. All and
any amendments and supplements to this Agreement shall only be valid if made in
writing and signed by the authorized representatives of the Parties.


 


9.3. All and any amendments and supplements to
this Agreement shall constitute its integral part.


 


9.4. All terms and
conditions of this Agreement shall be confidential.


 


Each of the Parties
shall take every effort in order to prevent third parties from reviewing this
Agreement without consent of the other Party.


 


If required by the
authorized government agencies (law enforcement, tax and others) as well as
auditors/consultants, either Party may allow them to review this Agreement
without obtaining prior consent, but always subject to written notification to
the other Party. If either Party fails to comply with the requirement set forth
in this section, such Party shall be liable for damages suffered by the other
Party.


 


9.5. The
headings of the clauses in this Agreement shall be used for convenience of
reference only and shall not be construed as either limiting or broadening the
meaning of the provisions of this Agreement.


 


9.6 The
Parties  shall have an obligation to promptly
notify each other in writing on all changes in the corporate form, address,
banking and other details.


 


10.                               Registered Address, Business Address,
Bank Details and Signatures of the Parties


 


	
  Principal:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Closed
  Joint-Stock Company ‘TV Darial’

  	
   

  	
  Video
  International Trend Joint

  
	
  16
  Dokukina St., building 1, 129226, Moscow,

  	
   

  	
  Stock
  Company

  
	
  Russian
  Federation

  	
   

  	
  Registered
  address: 25 Akademika

  
	
  Legal
  Address: 4 Akademika Koroleva St., building 4

  	
   

  	
  Pavlova
  street, Moscow, 121359

  
	
  129515,
  Moscow,

  	
   

  	
  Actual
  address: 25 Akademika

  
	
  Russian
  Federation

  	
   

  	
  Pavlova
  street, Moscow, 121359

  
	
  [**]

  	
   

  	
  [**]

  
	
  [**]

  	
   

  	
  Acc.
  [**]

  
	
  Current
  account [**]

  	
   

  	
  SBERBANK,
  OPERATION DEPARTMENT

  



 


	
  Agent

  	
   

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  V.L. Vshyvkin

  	
   

  	
  A.E. Rodnyansky

  



 


10

















 


	
  Closed
  Joint-Stock Company CB ‘Svenska

  	
   

  	
  Moscow,
  Russia

  
	
  Handelsbanken’,
  Moscow

  	
   

  	
   

  
	
  Correspondent
  account [**]

  	
   

  	
  SWIFT:
  [**] Video International

  
	
  BIK
  [**]

  	
   

  	
  Trend
  Joint Stock Company

  
	
  Closed
  Joint-Stock Company “TV DARIAL”

  	
   

  	
  Registered
  address: 25 Akademika

  
	
  16
  Dokukina St., building 1, 129226, Moscow,

  	
   

  	
  Pavlova
  street, Moscow, 121359

  
	
  Russian
  Federation

  	
   

  	
  Actual
  address: 25 Akademika

  
	
  Account
  [**] at Federal Bank

  	
   

  	
  Pavlova
  street, Moscow, 121359

  
	
  for
  Innovation and Development, Moscow

  	
   

  	
   

  
	
  [**]Via
  Deutsche Bankers Trust Company Americas,

  	
   

  	
  [**],

  
	
  New
  York, USA (SWIFT code [**])

  	
   

  	
  Acc.
  [**]

  
	
  account
  No. [**] of Federal Bank for

  	
   

  	
  SBERBANK,
  OPERATION DEPARTMENT

  
	
  Innovation
  and Development

  	
   

  	
  Moscow,
  Russia

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SWIFT:
  [**]

  
	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
   

  	
  On behalf of the Principal

  
	
   

  	
  On
  behalf of the Agent

  	
   

  	
  Deputy general Director for Sales and Regional

  
	
   

  	
  General Director  

  	
   

  	
  Network Development

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Vilma Martsulevichyute /seal/

  	
   

  	
  T.A. Vavilova /seal/

  



 


	
  Agent

  	
   

  	
  Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  V.L. Vshyvkin

  	
   

  	
  A.E. Rodnyansky

  



 


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