Exhibit 10.74.3


 


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


 


Agreement on
termination of the Preliminary Agreement on conclusion of


agreements No. C-48-0691
of 10 November 2006.


 


	
  Moscow

  	
   

  	
  01
  July 2008

  



 


Limited liability
company (OOO) “Industrial and Financial company”, hereinafter referred to as “Lessor”,in the
person of its General Director Iskenderov S.N., acting on the basis of the
Charter, on the one side, and


 


Closed joint-stock
company “Set televissionnykh stantsiy”, hereinafter referred to as the “Lessee”,in
the person of its Chief Executive Officer Shklyar Y.B., acting on the basis of
the Power of Attorney No. 167 of 01.02.2006 , on the other side, collectively
referred to as the “Parties”, have concluded this  Agreement 
as to the following:


 


1. In connection with  the Lessor’s refusal from concluding a Lease
Agreement the Parties acting in accordance with para.10.2  of the Preliminary Agreement on conclusion of
agreements No. C-48-0691 of 10 November 2006 (hereinafter – “Preliminary
Agreement”)  agreed to terminate the
Preliminary Agreement from the date of signing of this Agreement.


 


2. The Parties agreed upon that the terms and
definitions stated from capital letter in the Preliminary Agreement shall have
the same meaning in this Agreement as in the Preliminary Agreement  unless otherwise expressly agreed by the
Parties.


 


3. The Lessor acting in accordance with para.
10.2 of the Preliminary Agreement undertakes to return to the Lessee a Security
Deposit in the amount of 41 385 583,09 (Forty One million three
hundred eighty five thousand five hundred eighty three 9/100) Rubles inclusive
of VAT amounting to 6 313 055,05 (Six million three hundred thirteen thousand
fifty five 05/100) Rubles and pay as a penalty 
75% (Seventy five per cent) of the value of the Security Deposit
calculated without including VAT amounting to 
26 304 396,03 (Twenty six million three hundred and four thousand three
hundred ninety six 03/100)   The
penalty amount is not liable for VAT.


 


4. The amount as specified in para. 3 hereof
is to be transferred by the Lessor to the Lessee’s account specified in the
Preliminary Agreement within 30  (thirty)
calendar days from the date of signing of this Agreement. The Lessor is
entitled to make transfers in separate tranches. The date of writing off of the
amounts from the Lessor’s settlement account is considered as the date of
payment.


 


5. The Parties agreed upon that the payment
by the Lessor of the amount as specified in para. 3 hereof  shall settle to the fullest extent all
financial claims of the Lessee to the Lessor under the Preliminary Agreement  and the Lessee shall not have any claims to
the Lessor  in respect of payment of any
losses, expenses and other costs connected with termination of the Preliminary
Agreement and refusal from conclusion of the Lease Agreement.


 


6. All disputes and differences which may
arise out of or in connection with this Agreement 


 

















 


shall be  settled by the Parties by way of
negotiations. Should the Parties fail to settle these disputes or differences
by way of negotiations, a case is to be submitted for settlement to the
Arbitration Court of the city of Moscow in accordance with the procedure
provided for by the current legislation of the Russian Federation.


 


7. This Agreement is made up and signed in 2
(two) originals in the Russian language, one original for either of the
Parties.


 


Signatures of the Parties :


 


	
  Lessor

  	
   

  	
  Lessee

  
	
  Limited liability company “Industrial
  and Financial company”

  	
   

  	
  Closed
  joint-stock company “Set televissionnykh stantsiy”

  
	
   

  	
   

  	
   

  
	
  Address: 121609, Moscow, Rublevskoe shosse, h.28

  	
   

  	
  Address: 123298, Moscow, 3 Khoroshevskaya street, 2

  
	
   [**]

  	
   

  	
  TIN [**], KPP [**]

  
	
  p/c - Settlement Account No. [**]

  	
   

  	
  P/c - Settlement Account No. [**]

  
	
  Kievskoe OSB No. 5278 “Sberbank Rossii
  OAO” 
  

  	
   

  	
  In OAO “Alfa-Bank” Moscow

  
	
  Correspondent Account No. [**]

  	
   

  	
  Correspondent Account No.  [**]

  
	
  [**]

  	
   

  	
  Moscow GTY Bank Rossii

  
	
   

  	
   

  	
  [**]

  
	
                               / Iskenderov S.N./

  	
   

  	
  [**]

  
	
   

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
                                                / Shklyar Y.B./