Exhibit 10.82.2
Additional Agreement
#1
to Agency Agreement # KT-355/1208
dated December 29 th ,
2008
(hereinafter referred to as the
“Agency Agreement”)
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Moscow
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December 29 th ,
2008
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“TV DARYAL” Closed
Joint-Stock Company (OGRN 1027739313205), hereinafter referred to as the “
Principal ”, represented by its General Director
V.V.Kartashkov, acting on the basis of the Articles, on the one
part, and
“Kompaniya TSV”
Limited Liability Company (OGRN 5077746859757),
hereinafter referred to as the
“ Agent ”, represented by its General Director
S.A. Vasiliev, acting on the basis of the Articles, on the other
part, have made this Additional Agreement to the Agency Agreement
as follows:
Capitalized terms used herein and
not otherwise defined herein shall have the meaning ascribed to
such terms in the Agency Agreement.
1. The Agent guarantees the payment to the
Principal at its expense of the amounts overdue for the advertising
services from 6.00 a.m. (Moscow time) on
January 01 st
, 2009 under Client Agreements made
directly by the Agent during the term of the Agency Agreement
subject to existence of each of the following
conditions:
1.1. The Client has not paid in full
or in part for the advertising services. In such case the Agent
guarantees solely the payment of the principal amount of debt (i.e.
the amounts due for the advertising services and not the penalties,
termination fees, etc.);
1.2. The amounts have remained
outstanding for 180 (One Hundred Eighty) calendar days or longer,
counting from the first day following the date the services
acceptance statement was executed under the respective
agreement;
1.3. The total amount of
indebtedness of all Clients outstanding for over 180 (One Hundred
Eighty) calendar days exceeds the doubtful debt threshold set forth
in section 2 of this Additional Agreement.
1.4. The Client has not objected
against the claims for payment of the outstanding amounts on the
basis of improper performance or non-performance of the agreement
for advertising services by the Principal and/or existence of the
counterclaims against the Principal.
1.5. The systemic risk as defined in
section 5 hereof has not materialized.
2. The doubtful debt threshold shall be defined by
the Parties as the amount equal to 0.05% of the Principal’s
Gross Target Sales Revenues (including VAT) for the respective
calendar year of the term of the Agency Agreement. The
Principal’s Gross Target Sales Revenues are further defined
by the Parties as the Principal’s projected gross advertising
revenues based on the Principal’s forecasts for the
respective calendar year.
The Parties shall determine annually
by March 31 st
of each calendar year the
doubtful debt threshold expressed as an exact amount, by executing
a protocol to this Additional Agreement. Such doubtful debt
threshold shall be updated by January 20 th of
each following calendar year and shall be equal to 0.05% of the
Principal’s Actual Gross Sales Revenues for the prior
ca
