0001047469-08-008534 Sample Contracts

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. AGENCY AGREEMENT No. VT-941/1207
Agency Agreement • July 30th, 2008 • CTC Media, Inc. • Television broadcasting stations

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:

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Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Agreement to to the Agency Agreement No. VT-941/1207 dated December 25, 2007 (hereinafter referred to as the “Agreement”)
CTC Media, Inc. • July 30th, 2008 • Television broadcasting stations

Closed Joint-Stock Company Darial TV (OGRN 1027739313205), hereinafter referred to as the “Principal”, represented by its Director General Ms. Vilma Martsyulevichyute, acting pursuant to the Charter, on one side, and Closed Joint-Stock Company Video International Trend (OGRN 10277002944071), hereinafter referred to as the “Agent”, represented by Deputy Director General for Sales and Regional Network Development T. A. Vavilova, acting pursuant to the Power of Attorney as of 05.04.2007, on other side, hereinafter referred to as the “Parties”, executed this Agreement as follows:

Agreement on termination of the Agreement No. C-48-0075/08 of 15 January 2008.
Limited Liability Company • July 30th, 2008 • CTC Media, Inc. • Television broadcasting stations

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

AMENDMENT NO. 1 TO AMENDED AND RESTATED SHARE PURCHASE AGREEMENT
Share Purchase Agreement • July 30th, 2008 • CTC Media, Inc. • Television broadcasting stations

THIS AMENDMENT NO. 1 dated as of July 28, 2008 (the “Amendment”), to the Amended and Restated Share Purchase Agreement dated as of April 29, 2008 (as amended, the “Agreement”), relating to Costafilm Limited Local Corporation, a limited liability company incorporated under the laws of the Russian Federation, registered by Interdistrict Tax Inspection No. 46, Moscow on August 28, 2007, registration number 1077759492304, having its registered office at Radio str., 14 – 1, 105005, Moscow, Russia (the “Company”). is made by and between:

AGREEMENT No. 41259
CTC Media, Inc. • July 30th, 2008 • Television broadcasting stations

Closed Joint Stock Company “TV DARIAL” (OGRN 1027739313205 issued on October 3, 2002), hereinafter referred to as the “TV Company”, represented by its General Director Ms. Vilma Martsulevichyute, acting pursuant to the Charter on one side, and

Agreement No. of sale and purchase of the project documentation
Limited Liability Company • July 30th, 2008 • CTC Media, Inc. • Television broadcasting stations

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

Contract
Agreement • July 30th, 2008 • CTC Media, Inc. • Television broadcasting stations

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

Supplementary Agreement No. to the preliminary agreement on conclusion of agreements No. C-48-0691 of 10 November 2006.
CTC Media, Inc. • July 30th, 2008 • Television broadcasting stations

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

Agreement on termination of the Preliminary Agreement on conclusion of agreements No. C-48-0691 of 10 November 2006.
Limited Liability Company • July 30th, 2008 • CTC Media, Inc. • Television broadcasting stations

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

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