Exhibit 3.7  AMENDED AND RESTATED BY-LAWS
OF
CTC MEDIA, INC.


TABLE OF CONTENTS  PageARTICLE ISTOCKHOLDERS
  
  11.1
  Place of Meetings
  
  11.2
  Annual Meeting
  
  11.3
  Special Meetings
  
  11.4
  Notice of Meetings
  
  11.5
  Voting List
  
  11.6
  Quorum
  
  21.7
  Adjournments
  
  21.8
  Voting and Proxies
  
  21.9
  Action at Meeting
  
  21.10
  Nomination of Directors
  
  31.11
  Notice of Business at Annual Meetings
  
  51.12
  Conduct of Meetings
  
  71.13
  No Action by Consent in Lieu of a Meeting
  
  8ARTICLE IIDIRECTORS
  
  82.1
  General Powers
  
  82.2
  Number, Election and Qualification
  
  82.3
  Classes of Directors
  
  82.4
  Terms of Office
  
  82.5
  Quorum
  
  82.6
  Action at Meeting
  
  82.7
  Removal
  
  92.8
  Vacancies
  
  92.9
  Resignation
  
  92.10
  Annual Meetings
  
  92.11
  Special Meetings
  
  92.12
  Notice of Special Meetings
  
  92.13
  Meetings by Conference Communications Equipment
  
  92.14
  Action by Consent
  
  102.15
  Organization
  
  102.16
  Committees
  
  102.17
  Compensation of Directors
  
  102.18
  Deadlocks
  
  11ARTICLE IIIOFFICERS
  
  113.1
  Titles
  
  11  i


3.2
  Appointment
  
  113.3
  Qualification
  
  113.4
  Tenure
  
  113.5
  Resignation and Removal
  
  113.6
  Vacancies
  
  113.7
  Chairman of the Board; Co-Chairman; Vice Chairman
  
  113.8
  President; Chief Executive Officer
  
  123.9
  Vice Presidents
  
  123.10
  Secretary and Assistant Secretaries
  
  123.11
  Treasurer and Assistant Treasurers
  
  133.12
  Salaries
  
  13ARTICLE IVCAPITAL STOCK
  
  134.1
  Issuance of Stock
  
  134.2
  Certificates of Stock
  
  134.3
  Transfers
  
  144.4
  Lost, Stolen or Destroyed Certificates
  
  144.5
  Record Date
  
  14ARTICLE VGENERAL
  PROVISIONS
  
  165.1
  Fiscal Year
  
  165.2
  Corporate Seal
  
  165.3
  Waiver of Notice
  
  165.4
  Voting of Securities
  
  165.5
  Evidence of Authority
  
  165.6
  Certificate of Incorporation
  
  165.7
  Severability
  
  165.8
  Pronouns
  
  16ARTICLE VIAMENDMENTS
  
  17  ii


ARTICLE I  STOCKHOLDERS  1.1Place
of Meetings.  All meetings of
stockholders shall be held at such place as may be designated from time to time
by the Board of Directors, the Chairman of the Board, any Co-Chairman, the
Chief Executive Officer or the President or, if not so designated, at the
principal office of the corporation. The Board of Directors may, in its sole
discretion, determine that a meeting shall not be held at any place, but may
instead be held solely by means of remote communication in a manner consistent with
the General Corporation Law of the State of Delaware.  1.2Annual
Meeting.  The annual meeting of
stockholders for the election of directors and for the transaction of such
other business as may properly be brought before the meeting shall be held on a
date and at a time designated by the Board of Directors (which date shall not
be a legal holiday in the place where the meeting is to be held).  If no annual meeting is held in accordance
with the foregoing provisions, a special meeting may be held in lieu of the
annual meeting, and any action taken at that special meeting shall have the
same effect as if it had been taken at the annual meeting, and in such case all
references in these By-laws to the annual meeting of the stockholders shall be
deemed to refer to such special meeting.  1.3Special
Meetings.  Special meetings of
stockholders for any purpose or purposes may be called at any time by the Board
of Directors, the Chairman of the Board or any Co-Chairman of the Board, but
such special meetings may not be called by any other person or persons.  Business transacted at any special meeting of
stockholders shall be limited to matters relating to the purpose or purposes
stated in the notice of meeting.  1.4Notice
of Meetings.  Except as otherwise
provided by law, notice of each meeting of stockholders, whether annual or
special, shall be given not less than 10 nor more than 60 days before the date
of the meeting to each stockholder entitled to vote at such meeting.  Without limiting the manner by which notice
otherwise may be given to stockholders, any notice shall be effective if given
by a form of electronic transmission consented to (in a manner consistent with
the General Corporation Law of the State of Delaware) by the stockholder to
whom the notice is given.  The notices of
all meetings shall state the place, if any, date and time of the meeting and
the means of remote communications, if any, by which stockholders and
proxyholders may be deemed to be present in person and vote at such
meeting.  The notice of a special meeting
shall state, in addition, the purpose or purposes for which the meeting is
called.  If notice is given by mail, such
notice shall be deemed given when deposited in the United States mail, postage
prepaid, directed to the stockholder at such stockholders address as it
appears on the records of the corporation. 
If notice is given by electronic transmission, such notice shall be
deemed given at the time specified in Section 232 of the General
Corporation Law of the State of Delaware.  1.5Voting
List.  The Secretary shall prepare,
at least 10 days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. 
Such list shall be open to the examination of any stockholder, for any
purpose germane to the meeting, for a period of at least 10 days prior to the


meeting: (a) on a reasonably accessible
electronic network, provided that the information required to gain access to
such list is provided with notice of the meeting, or (b) during ordinary
business hours, at the principal place of business of the corporation.  If the meeting is to be held at a place, then
the list shall be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is
present.  If the meeting is to be held
solely by means of remote communication, then the list shall also be open to
the examination of any stockholder during the whole time of the meeting on a
reasonably accessible electronic network, and the information required to
access such list shall be provided with the notice of meeting.  1.6Quorum.  Except as otherwise provided by law, the
Certificate of Incorporation or these By-laws, the holders of a majority in
voting power of the shares of the capital stock of the corporation issued and
outstanding and entitled to vote at the meeting, present in person, present by
means of remote communication in a manner, if any, authorized by the Board of
Directors in its sole discretion, or represented by proxy, shall constitute a
quorum for the transaction of business. 
A quorum, once established at a meeting, shall not be broken by the
withdrawal of enough votes to leave less than a quorum.  1.7Adjournments.  Any meeting of stockholders may be adjourned
from time to time to any other time and to any other place at which a meeting
of stockholders may be held under these By-laws by the stockholders present or
represented at the meeting and entitled to vote, although less than a quorum,
or, if no stockholder is present, by any officer entitled to preside at or to
act as secretary of such meeting.  It
shall not be necessary to notify any stockholder of any adjournment of less
than 30 days if the time and place, if any, of the adjourned meeting, and
the means of remote communication, if any, by which stockholders and
proxyholders may be deemed to be present in person and vote at such adjourned
meeting, are announced at the meeting at which adjournment is taken, unless
after the adjournment a new record date is fixed for the adjourned
meeting.  At the adjourned meeting, the
corporation may transact any business which might have been transacted at the
original meeting.  1.8Voting
and Proxies.  Each stockholder shall
have one vote for each share of stock entitled to vote held of record by such
stockholder and a proportionate vote for each fractional share so held, unless
otherwise provided by law or the Certificate of Incorporation.  Each stockholder of record entitled to vote
at a meeting of stockholders may vote in person (including by means of remote
communications, if any, by which stockholders may be deemed to be present in
person and vote at such meeting) or may authorize another person or persons to
vote for such stockholder by a proxy executed or transmitted in a manner
permitted by the General Corporation Law of the State of Delaware by the
stockholder or such stockholders authorized agent and delivered (including by
electronic transmission) to the Secretary of the corporation.  No such proxy shall be voted upon after three
years from the date of its execution, unless the proxy expressly provides for a
longer period.  1.9Action
at Meeting.  When a quorum is present
at any meeting, any matter other than the election of directors to be voted
upon by the stockholders at such meeting shall be decided by the affirmative
vote of the holders of a majority in voting power of the shares of stock
present or represented and voting on such matter (or if there are two or more
classes of stock entitled to vote as separate classes, then in the case of each
such class, the holders of a majority  2


in voting power of the shares of stock of that class
present or represented and voting on such matter), except when a different vote
is required by law, the Certificate of Incorporation or these By-laws.  When a quorum is present at any meeting, any
election by stockholders of directors shall be determined by a plurality of the
votes cast by the stockholders entitled to vote on the election.  1.10Nomination
of Directors.  (a)Except for (1) any directors
entitled to be elected by the holders of preferred stock, if any, (2) any
directors elected in accordance with Section 2.9 hereof by the Board of
Directors to fill a vacancy or newly-created directorships or (3) as
otherwise required by applicable law or stock market regulation, only persons
who are nominated in accordance with the procedures in this Section 1.10
shall be eligible for election as directors. 
Nomination for election to the Board of Directors at a meeting of
stockholders may be made (i) by or at the direction of the Board of Directors
or (ii) by any stockholder of the corporation who (x) complies with
the notice procedures set forth in Section 1.10(b) and (y) is a
stockholder of record on the date of the giving of such notice and on the
record date for the determination of stockholders entitled to vote at such
meeting.  (b)To be timely, a stockholders notice must
be received in writing by the Secretary at the principal executive offices of
the corporation as follows: (i) in the case of an election of directors at
an annual meeting of stockholders, not less than 90 days nor more than 120 days
prior to the first anniversary of the preceding years annual meeting;
provided, however, that (x) in case of the annual meeting of stockholders
of the corporation to be held in 2007 or (y) in the event that the date of
the annual meeting in any other year is advanced by more than 20 days, or
delayed by more than 60 days, from the first anniversary of the preceding years
annual meeting, a stockholders notice must be so received not earlier than the
120th day prior to such annual meeting and not later than the close of business
on the later of (A) the 90th day prior to such annual meeting and (B) the
tenth day following the day on which notice of the date of such annual meeting
was mailed or public disclosure of the date of such annual meeting was made,
whichever first occurs; or (ii) in the case of an election of directors at
a special meeting of stockholders, provided that the Board of Directors has
determined that directors shall be elected at such meeting, not earlier than
the 120th day prior to such special meeting and not later than the close of
business on the later of (x) the 90th day prior to such special meeting
and (y) the tenth day following the day on which notice of the date of such
special meeting was mailed or public disclosure of the date of such special
meeting was made, whichever first occurs. 
In no event shall the adjournment or postponement of an annual meeting
(or the public announcement thereof) commence a new time period (or extend any
time period) for the giving of a stockholders notice.  The stockholders notice to the Secretary shall set forth: (A) as
to each proposed nominee (1) such persons name, age, business address
and, if known, residence address, (2) such persons principal occupation
or employment, (3) the class and number of shares of stock of the
corporation which are beneficially owned by such person, and (4) any other
information concerning such person that must be disclosed as to nominees in
proxy solicitations pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the Exchange Act); (B) as to the
stockholder giving the notice (1) such stockholders name and address, as
they  3


appear on the corporations books, (2) the class and number of
shares of stock of the corporation which are owned, beneficially and of record,
by such stockholder, (3) a description of all arrangements or
understandings between such stockholder and each proposed nominee and any other
person or persons (including their names) pursuant to which the nomination(s) are
to be made by such stockholder, (4) a representation that such stockholder
intends to appear in person or by proxy at the meeting to nominate the person(s) named
in its notice and (5) a representation whether the stockholder intends or
is part of a group which intends (x) to deliver a proxy statement and/or
form of proxy to holders of at least the percentage of the corporations
outstanding capital stock required to elect the nominee and/or (y) otherwise
to solicit proxies from stockholders in support of such nomination; and (C) as
to the beneficial owner, if any, on whose behalf the nomination is being made (1) such
beneficial owners name and address, (2) the class and number of shares of
stock of the corporation which are beneficially owned by such beneficial owner,
(3) a description of all arrangements or understandings between such
beneficial owner and each proposed nominee and any other person or persons
(including their names) pursuant to which the nomination(s) are to be made
and (4) a representation whether the beneficial owner intends or is part
of a group which intends (x) to deliver a proxy statement and/or form of
proxy to holders of at least the percentage of the corporations outstanding
capital stock requirement to elect the nominee and/or (y) otherwise to
solicit proxies from stockholders in support of such nomination.  In addition, to be effective, the stockholders
notice must be accompanied by the written consent of the proposed nominee to
serve as a director if elected.  The
corporation may require any proposed nominee to furnish such other information
as may reasonably be required to determine the eligibility of such proposed nominee
to serve as a director of the corporation. 
A stockholder shall not have complied with this Section 1.10(b) if
the stockholder (or beneficial owner, if any, on whose behalf the nomination is
made) solicits or does not solicit, as the case may be, proxies in support of
such stockholders nominee in contravention of the representations with respect
thereto required by this Section 1.10.  (c)The chairman of any meeting shall have
the power and duty to determine whether a nomination was made in accordance
with the provisions of this Section 1.10 (including whether the
stockholder or beneficial owner, if any, on whose behalf the nomination is made
solicited (or is part of a group which solicited) or did not so solicit, as the
case may be, proxies in support of such stockholders nominee in compliance
with the representations with respect thereto required by this Section 1.10),
and if the chairman should determine that a nomination was not made in
accordance with the provisions of this Section 1.10, the chairman shall so
declare to the meeting and such nomination shall be disregarded.  (d)Except as otherwise required by law,
nothing in this Section 1.10 shall obligate the corporation or the Board
of Directors to include in any proxy statement or other stockholder
communication distributed on behalf of the corporation or the Board of
Directors information with respect to any nominee for director submitted by a
stockholder.  (e)Notwithstanding the foregoing provisions
of this Section 1.10, if the stockholder (or a qualified representative of
the stockholder) does not appear at the annual or special meeting of
stockholders of the corporation to present a nomination, such nomination shall
be disregarded, notwithstanding that proxies in respect of such vote may have
been received by the corporation.  For
purposes of this Section 1.10, to be considered a qualified representative
of the stockholder, a person must be authorized by a written instrument
executed by such  4


stockholder or an
electronic transmission delivered by such stockholder to act for such
stockholder as proxy at the meeting of stockholders and such person must
produce such written instrument or electronic transmission, or a reliable
reproduction of the written instrument or electronic transmission, at the
meeting of stockholders.  (f)For purposes of this Section 1.10, public
disclosure shall include disclosure in a press release reported by the Dow
Jones New Service, Associated Press or comparable national news service or in a
document publicly filed by the corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.  1.11Notice
of Business at Annual Meetings.  (a)At any annual meeting of the stockholders,
only such business shall be conducted as shall have been properly brought
before the meeting.  To be properly
brought before an annual meeting, business must be (1) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors, (2) otherwise properly brought before the meeting
by or at the direction of the Board of Directors, or (3) properly brought
before the meeting by a stockholder.  For
business to be properly brought before an annual meeting by a stockholder, (i) if
such business relates to the nomination of a person for election as a director
of the corporation, the procedures in Section 1.10 must be complied with
and (ii) if such business relates to any other matter, the business must
constitute a proper matter under Delaware law for stockholder action and the
stockholder must (x) have given timely notice thereof in writing to the
Secretary in accordance with the procedures set forth in Section 1.11(b) and
(y) be a stockholder of record on the date of the giving of such notice
and on the record date for the determination of stockholders entitled to vote
at such annual meeting.  (b)To be timely, a stockholders notice must
be received in writing by the Secretary at the principal executive offices of
the corporation not less than 90 days nor more than 120 days prior to the first
anniversary of the preceding years annual meeting; provided, however, that (x) in
the case of the annual meeting of stockholders of the corporation to be held in
2007 or (y) in the event that the date of the annual meeting in any other
year is advanced by more than 20 days, or delayed by more than 60 days, from
the first anniversary of the preceding years annual meeting, a stockholders
notice must be so received not earlier than the 120th day prior to such annual
meeting and not later than the close of business on the later of (A) the
90th day prior to such annual meeting and (B) the tenth day following the
day on which notice of the date of such annual meeting was mailed or public
disclosure of the date of such annual meeting was made, whichever first
occurs.  In no event shall the
adjournment or postponement of an annual meeting (or the public announcement
thereof) commence a new time period (or extend any time period) for the giving
of a stockholders notice.  The stockholders notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting (1) a
brief description of the business desired to be brought before the annual
meeting, the text relating to the business (including the text of any
resolutions proposed for consideration and in the event that such business
includes a proposal to amend the By-laws, the language of the proposed
amendment), and the reasons for conducting such business at the annual meeting,
(2) the name and address, as they appear on the corporations books, of
the stockholder proposing such business, and the name and address of the  5


beneficial owner, if any, on whose behalf the proposal is made, (3) the
class and number of shares of stock of the corporation which are owned, of
record and beneficially, by the stockholder and beneficial owner, if any, (4) a
description of all arrangements or understandings between such stockholder or
such beneficial owner, if any, and any other person or persons (including their
names) in connection with the proposal of such business by such stockholder and
any material interest of the stockholder or such beneficial owner, if any, in
such business, (5) a representation that such stockholder intends to
appear in person or by proxy at the annual meeting to bring such business
before the meeting and (6) a representation whether the stockholder or the
beneficial owner, if any, intends or is part of a group which intends (x) to
deliver a proxy statement and/or form of proxy to holders of at least the
percentage of the corporations outstanding capital stock required to approve
or adopt the proposal and/or (y) otherwise to solicit proxies from
stockholders in support of such proposal. 
Notwithstanding anything in these By-laws to the contrary, no business
shall be conducted at any annual meeting of stockholders except in accordance with
the procedures set forth in this Section 1.11; provided that any
stockholder proposal which complies with Rule 14a-8 of the proxy rules (or
any successor provision) promulgated under the Exchange Act, and is to be
included in the corporations proxy statement for an annual meeting of stockholders
shall be deemed to comply with the requirements of this Section 1.11.  A stockholder shall not have complied with
this Section 1.11(b) if the stockholder (or beneficial owner, if any,
on whose behalf the nomination is made) solicits or does not solicit, as the
case may be, proxies in support of such stockholders proposal in contravention
of the representations with respect thereto required by this Section 1.11.  (c)The chairman of any meeting shall have
the power and duty to determine whether business was properly brought before
the meeting in accordance with the provisions of this Section 1.11
(including whether the stockholder or beneficial owner, if any, on whose behalf
the proposal is made solicited (or is part of a group which solicited) or did not
so solicit, as the case may be, proxies in support of such stockholders
proposal in compliance with the representation with respect thereto required by
this Section 1.11), and if the chairman should determine that business was
not properly brought before the meeting in accordance with the provisions of
this Section 1.11, the chairman shall so declare to the meeting and such
business shall not be brought before the meeting.  (d)Notwithstanding the foregoing provisions
of this Section 1.11, if the stockholder (or a qualified representative of
the stockholder) does not appear at the annual meeting of stockholders of the
corporation to present business, such business shall not be considered,
notwithstanding that proxies in respect of such vote may have been received by
the corporation.  For purposes of this Section 1.11,
to be considered a qualified representative of the stockholder, a person must
be authorized by a written instrument executed by the such stockholder or an
electronic transmission delivered by such stockholder to act for such
stockholder as a proxy at the meeting of stockholders and such person must
produce such written instrument or electronic transmission, or a reliable
reproduction of the written instrument or electronic transmission, at the
meeting of stockholders.  (e)For purposes of this Section 1.11, public
disclosure shall include disclosure in a press release reported by the Dow
Jones New Service, Associated Press or  6


comparable national news
service or in a document publicly filed by the corporation with the Securities
and Exchange Commission pursuant to Section 13, 14 or 15(d) of the
Exchange Act.  1.12Conduct
of Meetings.  (a)Meetings of stockholders shall be
presided over by the Chairman of the Board, if any, or in the Chairmans
absence by any Co-Chairman of the Board, if any, or in the absence of any
Co-Chairman by the Vice Chairman of the Board, if any, or in the Vice Chairmans
absence by the Chief Executive Officer, or in the Chief Executive Officers
absence, by the President, or in the Presidents absence by a Vice President,
or in the absence of all of the foregoing persons by a chairman designated by
the Board of Directors, or in the absence of such designation by a chairman
chosen by vote of the stockholders at the meeting.  The Secretary shall act as secretary of the
meeting, but in the Secretarys absence the chairman of the meeting may appoint
any person to act as secretary of the meeting.  (b)The Board of Directors may adopt by
resolution such rules, regulations and procedures for the conduct of any
meeting of stockholders of the corporation as it shall deem appropriate
including, without limitation, such guidelines and procedures as it may deem
appropriate regarding the participation by means of remote communication of
stockholders and proxyholders not physically present at a meeting.  Except to the extent inconsistent with such
rules, regulations and procedures as adopted by the Board of Directors, the
chairman of any meeting of stockholders shall have the right and authority to
prescribe such rules, regulations and procedures and to do all such acts as, in
the judgment of such chairman, are appropriate for the proper conduct of the
meeting.  Such rules, regulations or
procedures, whether adopted by the Board of Directors or prescribed by the
chairman of the meeting, may include, without limitation, the following: (i) the
establishment of an agenda or order of business for the meeting; (ii) rules and
procedures for maintaining order at the meeting and the safety of those
present; (iii) limitations on attendance at or participation in the
meeting to stockholders of record of the corporation, their duly authorized and
constituted proxies or such other persons as shall be determined; (iv) restrictions
on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations
on the time allotted to questions or comments by participants.  Unless and to the extent determined by the
Board of Directors or the chairman of the meeting, meetings of stockholders
shall not be required to be held in accordance with the rules of
parliamentary procedure.  (c)The chairman of the meeting shall
announce at the meeting when the polls for each matter to be voted upon at the
meeting will be opened and closed.  If no
announcement is made, the polls shall be deemed to have opened when the meeting
is convened and closed upon the final adjournment of the meeting.  After the polls close, no ballots, proxies or
votes or any revocations or changes thereto may be accepted.  (d)In advance of any meeting of
stockholders, the Board of Directors, the Chairman of the Board, any
Co-Chairman, the Chief Executive Officer or the President shall appoint one or
more inspectors of election to act at the meeting and make a written report
thereof.  One or more other persons may
be designated as alternate inspectors to replace any inspector who fails to
act.  If no inspector or alternate is
present, ready and willing to act at a meeting of stockholders, the chairman of
the meeting shall appoint one or more inspectors to act  7


at the
meeting.  Unless otherwise required by
law, inspectors may be officers, employees or agents of the corporation.  Each inspector, before entering upon the
discharge of such inspectors duties, shall take and sign an oath faithfully to
execute the duties of inspector with strict impartiality and according to the
best of such inspectors ability.  The
inspector shall have the duties prescribed by law and shall take charge of the
polls and, when the vote in completed, shall make a certificate of the result
of the vote taken and of such other facts as may be required by law.  1.13No
Action by Consent in Lieu of a Meeting. 
Stockholders of the corporation may not take any action by written
consent in lieu of a meeting.  ARTICLE II  DIRECTORS  2.1General
Powers.  The business and affairs of
the corporation shall be managed by or under the direction of a Board of
Directors, who may exercise all of the powers of the corporation except as
otherwise provided by law or the Certificate of Incorporation.  2.2Number,
Election and Qualification.  Subject
to the rights of holders of any series of preferred stock to elect directors,
the number of directors of the corporation shall be established by the Board of
Directors but in no event shall exceed eleven (11).  Election of directors need not be by written
ballot.  Directors need not be
stockholders of the corporation.  2.3Classes
of Directors.  Subject to the rights
of holders of any series of preferred stock to elect directors, the Board of
Directors shall be and is divided into three classes:  Class I, Class II and Class III.  The allocation of directors among classes
shall be determined by resolution of the Board of Directors.  2.4Terms
of Office.  Subject to the rights of
holders of any series of Preferred Stock to elect directors, each director
shall serve for a term ending on the date of the third annual meeting following
the annual meeting at which such director was elected; provided, that
each director initially appointed to Class I shall serve for a term expiring
at the corporations annual meeting of stockholders held in2007; each director initially
appointed to Class II shall serve for a term expiring at the corporations
annual meeting of stockholders held in 2008; and each director initially
appointed to Class III shall serve for a term expiring at the corporations
annual meeting of stockholders held in 2009; provided further,
that the term of each director shall continue until the election and
qualification of a successor and be subject to such directors earlier death,
resignation or removal.  2.5Quorum.  The greater of (a) a majority of the
directors at any time in office and (b) one-third of the number of
directors of the corporation established by the Board of Directors shall
constitute a quorum.  If at any meeting
of the Board of Directors there shall be less than such a quorum, a majority of
the directors present may adjourn the meeting from time to time without further
notice other than announcement at the meeting, until a quorum shall be present.  2.6Action
at Meeting.  Every act or decision
done or made by a majority of the directors present at a meeting duly held at
which a quorum is present shall be regarded as the act  8


of
the Board of Directors unless a greater number is required by law or by the
Certificate of Incorporation.  2.7Removal.  Subject to the rights of holder of any series
of preferred stock, directors of the corporation may be removed only for cause
and only by the affirmative vote of the holders of at least seventy-five
percent (75%) of the votes that all the stockholders would be entitled to cast
in any annual election of directors or class of directors.  2.8Vacancies.  Subject to the rights of holder of any series
of preferred stock, any vacancy or newly-created directorships on the Board of
Directors, however occurring, shall be filled only by vote of a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director and shall not be filled by the stockholders; provided, however, that
so long as the Stockholders Agreement dated as of May 12, 2006 among the
corporation, MTG Broadcasting AB, Alfa Capital Holdings (Cyprus) Limited,
Jaystone Limited, Cavendish Nominees Limited and Sector Investment Holding
Company Limited (the Stockholders Agreement) is in effect, any vacancy must
be filled in compliance with such agreement. 
A director elected to fill a vacancy shall hold office until the next
election of the class for which such director shall have been chosen, subject
to the election and qualification of a successor or until such directors
earlier death, resignation or removal.  2.9Resignation.  Any director may resign by delivering a
resignation in writing or by electronic transmission to the Chairman of the
Board, any Co-Chairman, the Chief Executive Officer, the President or the
Secretary.  Such resignation shall be
effective upon receipt unless it is specified to be effective at some later time
or upon the happening of some later event.  2.10Annual
Meetings.  Annual meetings of the
Board of Directors may be held without notice immediately after and at the same
place as the annual meeting of stockholders.  2.11Special
Meetings.  Special meetings of the
Board of Directors may be held at any time and place designated in a call by
the Chairman of the Board, any Co-Chairman, the Chief Executive Officer, the
President, two or more directors, or by one director in the event that there is
only a single director in office.  2.12Notice
of Special Meetings.  Notice of any
special meeting of directors shall be given to each director by the Secretary
or by the officer or one of the directors calling the meeting.  Notice shall be duly given to each director (a) in
person or by telephone at least 72 hours in advance of the meeting, (b) by
sending written notice via reputable overnight courier, telecopy or electronic
mail, or delivering written notice by hand, to such directors last known
business, home or electronic mail address at least 120 hours in advance of
the meeting, or (c) by sending written notice via first-class mail to such
directors last known business or home address at least 168 hours in
advance of the meeting.  A written waiver
of notice, signed by the director entitled to notice, whether before or after
the time of the meeting referred to in such waiver, shall be deemed equivalent
to notice.  A notice or waiver of notice
of a meeting of the Board of Directors need not specify the purposes of the
meeting.  2.13Meetings
by Conference Communications Equipment. 
Directors may participate in meetings of the Board of Directors or any
committee thereof by means of conference  9


telephone
or other communications equipment by means of which all persons participating
in the meeting can hear each other, and participation by such means shall
constitute presence in person at such meeting.  2.14Action
by Consent.  Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all members of the Board
of Directors or committee, as the case may be, consent to the action in writing
or by electronic transmission, and the written consents or electronic
transmissions are filed with the minutes of proceedings of the Board of
Directors or committee.  2.15Organization.  At each meeting of the Board, one of the
following shall act as chairman of the meeting and preside, in the following
order of precedence:  (a)a
Chairman or Co-Chairman;  (b)any
Vice Chairman; and  (c)any
director chosen by a majority of the directors present.  The
Secretary, or in the case of his absence, any person (who shall be an Assistant
Secretary, if an Assistant Secretary is present) whom the chairman of the
meeting shall appoint shall act as secretary of such meeting and keep the
minutes thereof.  2.16Committees.  The Board of Directors may designate one or
more committees, each committee to consist of one or more of the directors of
the corporation.  The Board of Directors
may designate one or more directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a
member of a committee, the member or members of the committee present at any
meeting and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member.  Any such committee, to the
extent provided in the resolution of the Board of Directors and subject to the
provisions of law, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
corporation and may authorize the seal of the corporation to be affixed to all
papers which may require it.  Each such
committee shall keep minutes and make such reports as the Board of Directors
may from time to time request.  Except as
the Board of Directors may otherwise determine, any committee may make rules for
the conduct of its business, but unless otherwise provided by the directors or
in such rules, its business shall be conducted as nearly as possible in the
same manner as is provided in these By-laws for the Board of Directors.  Except as otherwise provided in the
Certificate of Incorporation, these By-laws, or the resolution of the Board of
Directors designating the committee, a committee may create one or more
subcommittees, each subcommittee to consist of one or more members of the
committee, and delegate to a subcommittee any or all of the powers and
authority of the committee.  2.17Compensation
of Directors.  Directors may be paid
such compensation for their services and such reimbursement for expenses of
attendance at meetings as the Board of Directors may from time to time
determine.  No such payment shall
preclude any director from  10


serving
the corporation or any of its parent or subsidiary entities in any other
capacity and receiving compensation for such service.  2.18Deadlocks. 
In the event the Board of Directors becomes deadlocked by virtue of there being
a tie vote on any matter allowed to be delegated to a committee pursuant to Section 141(c)(2) of
the General Corporation Law of the State of Delaware, the matter will be
delegated for resolution to the Deadlocks Committee.  The Deadlocks
Committee is and shall, from time to time, be a standing committee of the Board
of Directors, the membership of which consists of the three directors then in
office who are the Independent Directors (as defined in the Stockholders
Agreement dated May 12, 2006, as amended from time to time).  ARTICLE III  OFFICERS  3.1Titles.  The officers of the corporation shall consist
of a Chief Executive Officer, a President, a Secretary, a Treasurer and such
other officers with such other titles as the Board of Directors shall
determine, including a Chairman of the Board, Co-Chairmen of the Board, a Vice
Chairman of the Board, and one or more Vice Presidents, Assistant Treasurers,
and Assistant Secretaries.  The Board of
Directors may appoint such other officers as it may deem appropriate.  3.2Appointment.  Each officer, including the Chief Executive
Officer, President, Treasurer and Secretary, shall be appointed by the Board of
Directors and shall hold office for such term as may be determined by the Board
of Directors.  3.3Qualification.  No officer need be a stockholder.  Any two or more offices may be held by the
same person.  3.4Tenure.  Except as otherwise provided by law, by the
Certificate of Incorporation or by these By-laws, each officer shall hold
office until such officers successor is elected and qualified, unless a
different term is specified in the resolution electing or appointing such
officer, or until such officers earlier death, resignation or removal.  3.5Resignation
and Removal.  Any officer may resign
by delivering a written resignation to the corporation at its principal office
or to the Chief Executive Officer, the President or the Secretary.  Such resignation shall be effective upon
receipt unless it is specified to be effective at some later time or upon the
happening of some later event.  Any
officer may be removed at any time, with or without cause, by vote of a
majority of the directors then in office.  3.6Vacancies.  The Board of Directors may fill any vacancy
occurring in any office for any reason and may, in its discretion, leave unfilled
for such period as it may determine any offices other than those of Chief
Executive Officer, President, Treasurer and Secretary.  Each such successor shall hold office for the
unexpired term of such officers predecessor and until a successor is elected
and qualified, or until such officers earlier death, resignation or removal.  3.7Chairman
of the Board; Co-Chairman; Vice Chairman. 
The Board of Directors may appoint from its members a Chairman of the
Board or any two Co-Chairmen of the Board, who need not be employees or
officers of the corporation.  If the
Board of Directors appoints a  11


Chairman
of the Board or two Co-Chairmen of the Board, he or they shall perform such
duties and possess such powers as are assigned to him or them by the Board of
Directors or these By-laws.   If the
Board of Directors appoints a Vice Chairman of the Board, he shall, in the
absence or disability of the Chairman of the Board or the two Co-Chairmen of
the Board, perform the duties and exercise the power of the Chairman of the
Board or the Co-Chairmen of the Board, as the case may be, and shall perform
such other duties and possess such other powers as may from time to time be
vested in him by the Board of Directors. 
If the Chairman of the Board or any Co-Chairman of the Board is also
designated as the corporations Chief Executive Officer, he shall have the
powers and duties of the Chief Executive Officer prescribed in Section 3.8
of these By-laws.  3.8President;
Chief Executive Officer.  Unless the
Board of Directors has designated the Chairman of the Board or another person
as the corporations Chief Executive Officer, the President shall be the Chief
Executive Officer of the corporation. 
The Chief Executive Officer shall have general charge and supervision of
the business of the corporation subject to the direction of the Board of
Directors.  The President shall perform
such other duties and shall have such other powers as the Board of Directors or
the Chief Executive Officer (if the President is not the Chief Executive
Officer) may from time to time prescribe. 
In the event of the absence, inability or refusal to act of the Chief
Executive Officer or the President (if the President is not the Chief Executive
Officer), the Vice President (or if there shall be more than one, the Vice
Presidents in the order determined by the Board of Directors) shall perform the
duties of the Chief Executive Officer and when so performing such duties shall
have all the powers of and be subject to all the restrictions upon the Chief
Executive Officer.  3.9Vice
Presidents.  Any Vice President shall
perform such duties and possess such powers as the Board of Directors or the
Chief Executive Officer may from time to time prescribe.  The Board of Directors may assign to any Vice
President the title of Executive Vice President, Senior Vice President or any
other title selected by the Board of Directors.  3.10Secretary
and Assistant Secretaries.  The
Secretary shall perform such duties and shall have such powers as the Board of
Directors or the Chief Executive Officer may from time to time prescribe and
shall act under the supervision of the Chairman or any Co-Chairman.  In addition, the Secretary shall perform such
duties and have such powers as are incident to the office of the secretary,
including without limitation the duty and power to give notices of all meetings
of stockholders and special meetings of the Board of Directors, to attend all
meetings of stockholders and the Board of Directors and any committee of the
Board of Directors and keep a record of the proceedings, to maintain a stock
ledger and prepare lists of stockholders and their addresses as required, to be
custodian of corporate records and the corporate seal and to affix and attest
to the same on documents.  Any Assistant Secretary shall perform such duties and possess such
powers as the Board of Directors, the Chief Executive Officer or the Secretary
may from time to time prescribe.  In the
event of the absence, inability or refusal to act of the Secretary, the
Assistant Secretary (or if there shall be more than one, the Assistant
Secretaries in the order determined by the Board of Directors) shall perform
the duties and exercise the powers of the Secretary.  12


In the absence of the Secretary or any Assistant Secretary at any
meeting of stockholders or directors, the chairman of the meeting shall
designate a temporary secretary to keep a record of the meeting.  3.11Treasurer
and Assistant Treasurers.  The
Treasurer shall perform such duties and shall have such powers as may from time
to time be assigned by the Board of Directors or the Chief Executive
Officer.  In addition, the Treasurer
shall perform such duties and have such powers as are incident to the office of
treasurer, including without limitation the duty and power to keep and be
responsible for all funds and securities of the corporation, to deposit funds
of the corporation in depositories selected in accordance with these By-laws,
to disburse such funds as ordered by the Board of Directors, to make proper
accounts of such funds, and to render as required by the Board of Directors
statements of all such transactions and of the financial condition of the
corporation.  The Assistant Treasurers shall perform such duties and possess such
powers as the Board of Directors, the Chief Executive Officer or the Treasurer
may from time to time prescribe.  In the
event of the absence, inability or refusal to act of the Treasurer, the
Assistant Treasurer (or if there shall be more than one, the Assistant
Treasurers in the order determined by the Board of Directors) shall perform the
duties and exercise the powers of the Treasurer.  3.12Salaries.  Officers of the corporation shall be entitled
to such salaries, compensation or reimbursement as shall be fixed or allowed
from time to time by the Board of Directors.  ARTICLE
IV  CAPITAL
STOCK  4.1Issuance
of Stock.  Subject to applicable law
and the provisions of the Certificate of Incorporation, the whole or any part
of any unissued balance of the authorized capital stock of the corporation or
the whole or any part of any shares of the authorized capital stock of the
corporation held in the corporations treasury may be issued, sold, transferred
or otherwise disposed of by vote of the Board of Directors in such manner, for
such lawful consideration and on such terms as the Board of Directors may
determine.  4.2Certificates
of Stock.  Every holder of stock of
the corporation shall be entitled to have a certificate, in such form as may be
prescribed by law and by the Board of Directors, certifying the number and
class of shares owned by such holder in the corporation.  Each such certificate shall be signed by, or
in the name of the corporation by, the Chairman, Co-Chairman or Vice Chairman,
if any, of the Board of Directors, or the President or a Vice President, and
the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the corporation.  Any or all
of the signatures on the certificate may be a facsimile.  Each certificate for shares of stock which are subject to any
restriction on transfer pursuant to the Certificate of Incorporation, these
By-laws, applicable securities laws or any agreement among any number of
stockholders or among such holders and the corporation shall  13


have conspicuously noted on the face or back of the
certificate either the full text of the restriction or a statement of the
existence of such restriction.  If the corporation shall at any time be authorized to issue more than
one class of stock or more than one series of any class, there shall be set
forth on the face or back of each certificate representing shares of such class
or series of stock of the corporation a statement that the corporation will
furnish without charge to each stockholder who so requests a copy of the full
text of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.  4.3Transfers.  Except as otherwise established by rules and
regulations adopted by the Board of Directors, and subject to applicable law,
shares of stock may be transferred on the books of the corporation by the
surrender to the corporation or its transfer agent of the certificate
representing such shares properly endorsed or accompanied by a written
assignment or power of attorney properly executed, and with such proof of
authority or the authenticity of signature as the corporation or its transfer
agent may reasonably require.  Except as
may be otherwise required by law, by the Certificate of Incorporation or by
these By-laws, the corporation shall be entitled to treat the record holder of
stock as shown on its books as the owner of such stock for all purposes,
including the payment of dividends and the right to vote with respect to such
stock, regardless of any transfer, pledge or other disposition of such stock
until the shares have been transferred on the books of the corporation in
accordance with the requirements of these By-laws.  4.4Lost,
Stolen or Destroyed Certificates. 
The corporation may issue a new certificate of stock in place of any
previously issued certificate alleged to have been lost, stolen or destroyed,
upon such terms and conditions as the Board of Directors may prescribe,
including the presentation of reasonable evidence of such loss, theft or
destruction and the giving of such indemnity and posting of such bond as the
Board of Directors may require for the protection of the corporation or any
transfer agent or registrar.  4.5Record
Date.  The Board of Directors may fix
in advance a date as a record date for the determination of the stockholders
entitled to notice of or to vote at any meeting of stockholders, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action.  Such
record date shall not be more than 60 nor less than 10 days before the date of
such meeting, nor more than 60 days prior to any other action to which such
record date relates.  If no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the day before the day on which notice is
given, or, if notice is waived, at the close of business on the day before the
day on which the meeting is held.  If no
record date is fixed, the record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board
of Directors adopts the resolution relating to such purpose.  14


A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.  15


ARTICLE V  GENERAL PROVISIONS  5.1Fiscal
Year.  Except as from time to time
otherwise designated by the Board of Directors, the fiscal year of the
corporation shall begin on the first day of January of each year and end
on the last day of December in each year.  5.2Corporate
Seal.  The corporate seal shall be in
such form as shall be approved by the Board of Directors.  5.3Waiver
of Notice.  Whenever  notice is required to be given by law, by the
Certificate of Incorporation or by these By-laws, a written waiver signed by
the person entitled to notice, or a waiver by electronic transmission by the
person entitled to notice, whether before, at or after the time stated in such
notice, shall be deemed equivalent to notice. 
Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called
or convened.  5.4Voting
of Securities.  Except as the Board
of Directors may otherwise designate, the Chief Executive Officer, the
President or the Treasurer may waive notice of, and act as, or appoint any
person or persons to act as, proxy or attorney-in-fact for this corporation
(with or without power of substitution) at any meeting of stockholders or
securityholders of any other entity, the securities of which may be held by
this corporation.  5.5Evidence
of Authority.  A certificate by the
Secretary, or an Assistant Secretary, or a temporary Secretary, as to any
action taken by the stockholders, directors, a committee or any officer or
representative of the corporation shall as to all persons who rely on the
certificate in good faith be conclusive evidence of such action.  5.6Certificate
of Incorporation.  All references in
these By-laws to the Certificate of Incorporation shall be deemed to refer to
the Certificate of Incorporation of the corporation, as amended and in effect
from time to time.  5.7Severability.  Any determination that any provision of these
By-laws is for any reason inapplicable, illegal or ineffective shall not affect
or invalidate any other provision of these By-laws.  5.8Pronouns.  All pronouns used in these By-laws shall be
deemed to refer to the masculine, feminine or neuter, singular or plural, as
the identity of the person or persons may require.  16


ARTICLE VI  AMENDMENTS  These By-laws may be altered, amended or repealed, in whole or in part,
or new By-laws may be adopted by the Board of Directors or by the stockholders
as provided in the Certificate of Incorporation.  17