Exhibit 10.71.1  AMENDMENT NO. 1 TO PURCHASE AGREEMENT  This Amendment No. 1 (the Amendment) is entered into as
of February 29, 2008, and amends the Purchase Agreement in respect of
Teleradiokompaniya 31st Kanal LLP dated as of January 25, 2008 (the Purchase Agreement), by and among CTC Media, Inc., a
Delaware corporation (the Purchaser); Art
Media Capital Closed Unit Investment Fund of Risk Investments (the Seller), under the management of Kazkommerts Securities
JSC, a joint stock corporation organized under the laws of the Republic of
Kazakhstan; Verny Capital JSC, a joint stock
company organized under the laws of the Republic of Kazakhstan (the Guarantor); Vernye
Investitsyi Closed Unit Investment Fund of Risk Investments(the Holder)
under the management of the Guarantor; and Teleradiokompaniya
31st Kanal LLP, a limited liability partnership organized under the laws of the
Republic of Kazakhstan (the Target).  WHEREAS, the Parties wish to make the amendments to the Purchase
Agreement set forth below;  NOW, THEREFORE, in consideration of the mutual agreements set forth
herein and in the Purchase Agreement and other valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the Parties hereby agree
as follows:  1.Waiver; Amendment.  (a)For purposes of the Closing on February 29,
2008, the Purchaser hereby waives the provisions of Section 5.1(e) of
the Purchase Agreement.  (b)The fifth sentence of Section 2.5(b) of
the Purchase Agreement is hereby deleted and the following inserted in lieu
thereof:  All shares or
participation interests of each Target Subsidiary are (or as of the date
specified in Section 1.6(b) will be held or owned directly by the
Target free and clear of any restrictions on transfer, claims, security
interests, options, warrants, rights, contracts, calls, commitments, equities
and demands.  2.Actions following the Closing. 
The current text of Section 1.6 of the Purchase Agreement is hereby
re-designated as subsection (a) thereof, and the following new subsections of
Section 1.6 are hereby inserted:  (b)As soon as practicable following the
Closing, and in any event no later than March 31, 2008, the Warrantors
shall cause the transfer to the Target of the legal, record and beneficial
ownership of all shares or participation interests of each Target Subsidiary to
be completed (collectively, the Transfer).  (c)Each Warrantor shall use its Reasonable
Best Efforts to ensure that the Transfers are completed no later than March 31,
2008, as set out above.


3.Consideration; Retention Amount.  (a)Notwithstanding the provisions of Section 1.2(a) of
the Purchase Agreement, the amount of the Consideration due at Closing shall be
Fifty-Five Million U.S. dollars ($55,000,000.00), less fifty percent (50%) of
the amount of Net Debt shown on the Closing Statement delivered pursuant to
paragraph 1.2(b) of the Purchase Agreement.  (b)Additional Consideration in an amount
equal to Ten Million U.S. dollars ($10,000,000.00) shall be retained by the
Purchaser pending completion of the Transfer (the Retention
Amount).  (c)No later than two (2) business days
following the completion of the Transfer, the Warrantors shall deliver a
certificate (the Confirmation Certificate)
to the Counsel to Purchaser confirming:  (i)that the Transfer has been completed;  (ii)that the representations and warranties
of the Warrantors are true and correct in all material respects as of such date
as though made as of such date, except to the extent such representations and
warranties are specifically made as of a particular date (in which case such
representations and warranties will be true and correct as of such date); and  (iii)that each Target Subsidiary is a wholly
owned Subsidiary of the Target and that the Target has no Subsidiaries other
than the Target Subsidiaries and Subsidiaries indicated in Section 5.1(e) of
the Purchase Agreement.  (d)Within two (2) business days of
receipt of the Confirmation Certificate, the Purchaser shall pay (by wire
transfer) to the Seller the Retention Amount, and shall provide a SWIFT
confirmation number in respect thereof.  4.Section 1.3(a) is hereby
amended as follows:  (a)within fifteen (15) calendar days after
the delivery by the Seller to the Purchaser of the Financial Statements pursuant
to Section 4.7, the Purchaser shall prepare and deliver to the Seller a
schedule (the Post-Closing Statement) setting
forth the final calculation of Net Debt as of the Closing Date.  An amount equal to fifty percent (50%) of the
difference between the Net Debt set forth on the Post-Closing Statement and the
Net Debt set forth on the Closing Statement, if any, shall be referred to as
the Adjustment Amount.  2


5.The following new Section 1.9 is
hereby inserted:  1.9Account Details. 
All cash payments required hereunder shall be made to the following
accounts (unless otherwise specified in advance in writing by the intended
recipient thereof):  If to
the Seller:  Beneficiary:
  Art Media Capital
  Investment FundAccount:
  103 070 264Beneficiary Bank:
  Kazkommertsbank,
  Almaty, KazakhstanSWIFT:
  KZKOKZKXCorrespondent Bank:
  Bank of New York, New
  York, NY, USACORR/ACC:
  890-0223-057SWIFT:
  IRVT US 3NCHIPS:
  0001  If to
the Purchaser:  Bank Name:
  Wells Fargo Bank, N.A.Bank Address:
  PO Box 63020, San Francisco, CA 94163BeneficiaryName:
  CTC Media, Inc.Account No:
  412-9875944SWIFT Code:
  WFBIUS6SABA
  121000248  6.Section 2.5(c) is hereby
amended as follows:  The Target does not
control directly or indirectly or have any direct or indirect equity
participation or similar interest in any corporation, partnership, limited
liability company, joint venture, trust or other business association or entity
other than the Target Subsidiaries and (i) Corporate Fund Fund for Support of Independent Journalists of Kazakhstan,
registration number 48410-1910-F-d, registered at 498 Seifullin Avenue, Almaty,
Kazakhstan, (ii) Association of Legal Entities in the Form of
Association National Association of Teleradiobroadcasters of Kazakhstan,
registration number 37601-1910-OYuL, registered at 76/109 Abai Avenue, Almaty,
Kazakhstan, and (iii) Turen Limited Liability Partnership, registration
number 42900-1910-TOO, registered at 498 Seifullin Avenue, Almaty, Kazakhstan.  7.The first sentence of Section 2.6 (Financial
Statements) is hereby amended as follows:  The Seller will provide
to the Purchaser the Financial Statements, including the balance sheets of each
such company dated December 31, 2007 (the Balance
Sheets), prior to or on March 31, 2008.  3


8.Section 2.8 (Undisclosed
Liabilities) is hereby amended as follows:  2.8Undisclosed Liabilities; Working Capital.  (a)None of the Target or the Target
Subsidiaries has any material liability (whether known or unknown, whether
absolute or contingent, whether liquidated or unliquidated and whether due or
to become due), except for liabilities set forth at Section 2.8 and Section 2.15
of the Disclosure Schedule.  (b)The working capital of the Target Group
as of Closing is sufficient to continue to fund the operations of the Target
Group in the Ordinary Course of Business.  9.The following new Section 4.7 is
hereby inserted:  4.7Delivery of Financial Statements. 
The Seller will provide to the Purchaser the Financial Statements  prior to or on March 31, 2008.  10.Section 5.1(e) is hereby
amended as follows:  Target Subsidiaries.  Each Target Subsidiary shall be a wholly
owned Subsidiary of the Target and the Target shall have no Subsidiaries other
than the Target Subsidiaries and (i) Corporate
Fund Fund for Support of Independent Journalists of Kazakhstan, registration
number 48410-1910-F-d, registered at 498 Seifullin Avenue, Almaty, Kazakhstan, (ii) Association
of Legal Entities in the Form of Association National Association of
Teleradiobroadcasters of Kazakhstan, registration number 37601-1910-OYuL,
registered at 76/109 Abai Avenue, Almaty, Kazakhstan, and (iii) Turen
Limited Liability Partnership, registration number 42900-1910-TOO, registered
at 498 Seifullin Avenue, Almaty, Kazakhstan.  11.The heading of the current Section 6.2
is hereby renamed Specific Indemnities, the current text of Section 6.2
is hereby re-designated as subsection (a) thereof, and the following new
subsection (b) of Section 6.2 is hereby inserted:  (b)Without limiting the generality of the
obligations set forth in Section 6.1, the Warrantors shall specifically indemnify the Target and the
Purchaser against any and all liabilities or claims of any nature arising out
of or in connection with the liquidation, sale or alienation, whether occurring
prior to or following Closing, of any of the following entities:  (i)Corporate Fund Fund
for Support of Independent Journalists of Kazakhstan, registration number
48410-1910-F-d, registered at 498 Seifullin Avenue, Almaty,  4


(ii)Association of Legal
Entities in the Form of Association National Association of Teleradiobroadcasters
of Kazakhstan, registration number 37601-1910-OYuL, registered at 76/109 Abai
Avenue, Almaty,  (iii)Turen Limited Liability
Partnership, registration number 42900-1910-TOO, located at 498 Seifullin
Prospekt, City of Almaty.  12.The Parties hereby
agree that prior to or on March 31, 2008, the Target must provide the
Purchaser with the documents confirming that:  12.1the Target has disposed
of its shares or participation interest, or terminated its participation or
membership, in (i) Corporate Fund Fund for Support of Independent
Journalists of Kazakhstan, registration number 48410-1910-F-d, registered at
498 Seifullin Avenue, Almaty, Kazakhstan, (ii) Turen Limited Liability
Partnership, registration number 42900-1910-TOO, registered at 498 Seifullin
Avenue, Almaty, Kazakhstan, and (iii) International Academy of Humanities
Limited Liability Partnerhsip, registration number 1829-1910-TOO.  13.The definition of Net Debt set forth in
Article VIII is hereby amended as follows:  Net Debt shall
mean the sum of (1) short-term and long-term interest bearing liabilities
and repayable financial facilities or borrowings, less cash and cash
equivalents of the Target Group on a consolidated basis, plus (2) the sum
of any material liabilities not set forth at Section 2.8 and Section 2.15
of the Disclosure Schedule.  14.Miscellaneous.  (a)Defined Terms. 
Capitalized terms used, but not defined, herein have the respective
meanings ascribed to them in the Purchase Agreement.  (b)Entire Agreement. 
This Amendment together with the Purchase Agreement (including the
exhibits and Schedules thereto) constitutes the entire agreement among the
parties and supersedes any prior understandings, agreements or representations
by or among the parties, written or oral, with respect to the subject matter
hereof and thereof.  (c)Incorporation by Reference.The provisions of Article IX of the Purchase Agreement are hereby
incorporated herein by reference and shall, mutatis mutandis, apply to this
Amendment.  (d)Ratification. 
The Purchase Agreement remains in full force and effect, except as
specifically modified by this Amendment, and the terms and conditions thereof,
as specifically modified by this Amendment, are hereby ratified and confirmed.  *****  5


IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.  PURCHASER: CTC
  MEDIA, INC.By:
  /s/ Viacheslav SinadskiName:
  Viacheslav SinadskiTitle:
  Attorney-in-Fact and
  Authorized SignatorySELLER:  ART
  MEDIA CAPITAL CLOSED UNIT INVESTMENT FUND OF RISK INVESTMENTS UNDER THE
  MANAGEMENT OFKAZKOMMERTS SECURITIES JSCBy:
  /s/ Talgat KamarovTalgat KamarovManaging
  DirectorHOLDER:VERNYE
  INVESTITSYI CLOSED UNIT INVESTMENT FUND OF
  RISK INVESTMENTS UNDER THE MANAGEMENT OF VERNY CAPITAL JSCBy:
  /s/ Talgat AbdukhalikovTalgat
  AbdukhalikovChairman of the
  BoardGUARANTOR:VERNY CAPITAL JSCBy:
  /s/ Talgat AbdukhalikovTalgat
  AbdukhalikovChairman of the
  BoardTARGET: TELERADIOKOMPANIYA 31ST KANAL LLPBy:
  /s/ Nurzhan
  MukhamejanovaNurzhan
  MukhamejanovaExecutive
  Director  6