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CTC MEDIA, INC. | ALPHA-BANK

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Title: Agreement
Date: 4/11/2006
Industry: BRDCST     Sector: SERVIC

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Agreement # 93227 on opening the credit line in the foreign currency           1
 
 
                                                                   EXHIBIT 10.32
 
       CONTRACT # 93227 ON OPENING THE CREDIT LINE IN THE FOREIGN CURRENCY
 
Moscow                                                        September 03, 2004
 
     OPEN JOINT-STOCK COMPANY "ALPHA-BANK", hereinafter referred to as the
"Creditor", in the person of Director on crediting corporate clients Mr.
Silvestrov A.K., acting the basis of the Power of attorney # 01/1489 D dated
August 23, 2004, on the one hand, and CLOSED JOINT-STOCK COMPANY ((NETWORK OF
TELEVISION STATIONS)), hereinafter referred to as the "Borrower", in the person
of General director Rodnyansky A.E., acting on the basis of the Charter, on the
other hand, hereinafter jointly referred to as the "Parties" have concluded the
present Contract as follows:
 
                         1. THE SUBJECT OF THE CONTRACT
 
     1.1. The Creditor shall grant to the Borrower the credit line, hereinafter
referred to as the "Credit line" within which the Borrower shall be entitled to
obtain credits pursuant to the definition in para 1.4. of the present Contract
under the procedure and on the conditions stipulated by the present Contract for
the amount of not more 40,000,000.00 (forty million 00/100) US Dollars (further
- the "Withdrawal limit") with the following scheme of decreasing the limit sum.
 
          o    40,000,000.00 (forty million 00/100) US Dollars from the first up
               to twelfth month of the Credit line valid term;
 
          o    20,000,000.00 (twenty million 00/100) US Dollars from the
               thirteenth up to termination of the Credit line valid term.
 
     Date of the Credit line opening: September 03, 2004.
 
     Date of the Credit line closing: March 03, 2006.
 
     The purpose of granting Credit line: replenishing of current assets.
 
     1.2. Crediting of the Borrower shall be exercised through granting to them
Credits on the basis of Additional agreements concluded between the Creditor and
the Borrower under the procedure established by the present Contract and the
mentioned Additional agreements.
 
     1.3. To take into account the accrued expenditure on the Credit line the
Creditor shall open for the Borrower loan accounts, one account for each Credit.
 
     1.4. Within the limits of the present Contract the Credits shall be
understood as the sum of money resources received by the Borrower within the
frames of the Credit line under the procedure and on the conditions stipulated
by the present Contract and Additional agreements hereto.
 
     1.5. The date of write-off of the resources from the corresponding loan
account of the Borrower shall be the date of granting the Credit to the
Borrower.
 
     1.6. The date of repayment of arrears by the Borrower under each Credit
granted within the frames of the Credit line will be the date of actual transfer
of the sum of accrued expenditure upon each Credit, including the sum of the
principal debt, the sum of the interest calculated for the Credit, penal
sanctions and other payments stipulated by the present Contract to the
Creditor's account. Herewith the "principal debt" shall be understood as the sum
of the received, but not returned Credit.
 
     1.7. The Borrower shall pay to the Creditor interest for using Credits
(further the "Interest") under the rate established by the corresponding
Additional agreements for the period from the date of granting each Credit and
up to the date of debt repayment on each Credit in full, but not later than each
Credit repayment date specified in para 1 of the corresponding Additional
Contract.
 
     1.8. Calculation of the interest shall be executed starting from the date
following the date of granting each Credit.
 
     1.9. The interest shall be paid by the Borrower on a monthly basis, on the
twenty fifth of each month
 
________________________________________________________________________________
Creditor                                           Borrower
_____________________                              ____________________
 
 
 
Agreement # 93227 on opening the credit line in the foreign currency           2
 
 
for the actual amount of days of using the Credits, herewith a year shall be
assumed to be equal to 365 or 366 days in conformity with the real number of
calendar days in a year. The last interest payment shall be exercised at the day
of the Credit line closing.
 
     Interest payment date shall be understood as the date of transfer of the
     interest sum to the Creditor's account.
 
     1.10. The commission for maintenance of the Credit line shall not be taken.
 
     1.11. The Borrower's security of performance of the obligations under the
present Contract shall be the following:
 
     o    Mortgage of the block of ordinary registered stocks of Joint-Stock
          Company ((Network of television stations)) executed in the Contract on
          mortgage of shares dated September 03, 2004 # 93227/3 concluded with
          StoryFirst Communications, Inc.;
 
     o    StoryFirst Communications, Inc. guarantee executed in the Contract on
          guarantee dated September 03, 2004 # 93227/X.
 
                    2. RIGHTS AND OBLIGATIONS OF THE PARTIES
 
     2.1. The Borrower shall undertake to settle arrears under the Credits not
later than the Credits repayment terms specified in the corresponding Additional
agreements, as well as in due time, in accordance with para 1.7. and 1.9. of the
present Contract to make payments on interest.
 
     2.2. The Borrower shall undertake to use Credits exclusively for the
purposes stipulated by the present Contract observing conditions of a
recoverability, term structure, interest payment for the Credits.
 
     2.3. The Borrower shall undertake to present to the Creditor all documents
necessary for the control by the latter or a person authorized by the Creditor
over the target use of the Credits and financial status of the Borrower upon
demand of the Creditor.
 
     2.3.1. The Borrower shall undertake to present the current quarter and
annual accounting reporting (forms #1, #2, #4) within 10 (Ten) business days
from the date of the tax inspection mark on receipt of such reporting, as well
as certificates on the current debt certified by the Borrower, and certificates
on turnover as per the accounts certified by the banks where the specified
accounts are opened, - on a quarterly basis.
 
     Should the accounting reporting contain the data constituting the official
secret, the Borrower shall undertake to present to the Creditor an extract from
the list of the data constituting the official secret on the basis of which
these data are subject to securing.
 
     The Creditor shall have the license for work using the data constituting
the official secret and shall undertake to provide protection of the data,
concerning which the above-mentioned extract is presented to the Creditor.
 
     2.3.2. The Borrower shall undertake to notify the Creditor in writing
within the valid term of the present Contract not later than 10 (ten) business
days from the date of coming into force of the respective alterations, on all
changes in the management bodies (attaching the certified copies of documents on
election (appointment) of the Borrower's management bodies (according to the
legislation and constituent documents of the Borrower)), as well as on
amendments to the Borrower's constituent documents.
 
     2.4. While signing the present Contract the Borrower shall undertake to
present to the Creditor simultaneously the following information:
 
     o    the documents necessary for opening to the Borrower of loan accounts
          in accordance with the legislation requirements;
 
     o    the list of all settlement, current, depositary and other accounts
          opened to the Borrower;
 
     o    the list of all legal actions in common courts, arbitration courts,
          arbitral tribunals where the Borrower is a party, price of the claim
          for which makes not less than 1 % (one percent) of the balance cost of
          the assets/property of the Borrower notifying on the name of court,
          the dispute essence, the sum of the claim and any other data);
 
     o    the data on issue of court enforcement orders on collecting money
          resources from the Borrower, as well as on institution of enforcement
          proceedings concerning the Borrower, if the sum of money resources
          subject to collecting or that can be collected within the enforcement
          proceeding, makes not less than 1 % (one
 
________________________________________________________________________________
Creditor                                           Borrower
_____________________                              ____________________
 
 
 
Agreement # 93227 on opening the credit line in the foreign currency           3
 
 
percent) of the balance cost of the assets/property of the Borrower;
 
     o    the data on attachment, mortgage, lease and other encumbrances of the
          Borrower's property, the cost of which makes not less than 1 (one)
          percent of the balance cost of the assets/property of the Borrower.
 
     2.4.1. Should the information presented according to para 2.4. of the
present Contract be modified, the Borrower shall undertake to notify the
Creditor in writing on the specified changes within 10 (Ten) days from the date
of introducing the alterations.
 
     2.4.2. The Creditor shall have the right to not grant Credits in case of
non-presenting or untimely presenting by the Borrower of the documents specified
in para 2.4. of the present Contract and other documents according to the
current legislation, as well as in case of presenting the incorrect or
incomplete information specified in para 2.4. of the present Contract.
 
     2.5. The Borrower shall undertake not to consider the matter on the
reorganization (in any form) or liquidation, as well as on the change of the
main type of the commercial activity carried out by them for the date of signing
of the present Contract without preliminary written notice to the Creditor (for
not fewer than 10 (ten) business days) within the valid term of the present
Contract, and not to take any other actions which can complicate execution of
the conditions of the present Contract.
 
                                   3. PAYMENTS
 
     3.1. All payments in favour of the Creditor under the present Contract and
Additional agreements hereto shall be executed by the Borrower in US Dollars to
the account of the Creditor specified in Section 7 of the present Contract.
 
     3.1.1. All payments in favour of the Creditor under the present Contract
should be carried out by the Borrower completely so that the Creditor shall
receive the sum due to them in full under the present Contract and Additional
agreements hereto.
 
     3.2. The fact of transfer of the resources in favour of any Party under the
present Contract should be confirmed by the Party-transferor by presenting to
other Party of the copy of payment document certifying the fact of such transfer
(payment order, payment telex, etc.).
 
     3.3. Should any payment under the present Contract fall on the day that is
not a business day in Moscow or New York, such payment shall be executed
directly on the following business day. Such time displacement of payment shall
be taken into account when calculating interest, i.e. the interest shall be
calculated under the rate stipulated by the present Contract prior to the date
of the actual remittance of the funds to the account of the Creditor.
 
     3.4. Repayment of debt to the Creditor under the present Contract and the
Additional Contracts hereto shall be executed under the following procedure:
 
     o    first turn - penalty for delay of payment of the calculated interest;
 
     o    second turn - penalty for delay of repayment of the principal debt;
 
     o    third turn - calculated interest;
 
     o    fourth turn - principal debt;
 
     The specified sequence can be changed by the Creditor unilaterally.
 
     3.5. The Borrower shall have the right to cancel pre-time the Credits
granted according to the Additional Contracts to the present Contract without
payment of any additional commission fee, interest, penalties, etc. in favour of
the Creditor. The Borrower shall direct to the Creditor the notice in writing on
the pre-schedule repayment 10 (ten) business days prior to date of the
prospective pre-schedule repayment.
 
     3.6. The Borrower shall grant the Creditor the right to debit without
further authorization on the basis of payment requests of the Creditor from the
current currency account of the Borrower # 40702840800000003159 in OJSC
"ALPHA-BANK" the sum of any debt and any payment of the Borrower under the
present Contract and Additional agreements hereto on the date when such debt
should be cancelled or on the date when such payment should be executed.
 
     3.7. The Borrower shall also grant the Creditor the right to debit without
further authorization on the basis of payment requests of the Creditor from the
account specified in para 3.6. of the present Contract:
 
     o    sum of arrears of the Borrower under the Credit and/or calculated
          interest, and in case of delay by the Borrower of arrears repayment of
          the Credit and/or delay of payment by the Borrower of the calculated
 
________________________________________________________________________________
Creditor                                           Borrower
_____________________                              ____________________
 
 
 
Agreement # 93227 on opening the credit line in the foreign currency           4
 
 
interest, as well as in case of pre-schedule debt collecting of the Credit and
the calculated interest in case of pre-schedule debt collecting on the bases
specified in para 5.2. of the present Contract, on the date when such debt
should be cancelled by the Borrower;
 
     o    sum of penal provisions (penalty) stipulated by the present Contract
          in case of non-execution or inadequate performance by the Borrower of
          the obligations under the present Contract.
 
     3.8. In case of absence (insufficiency) of money resources on the current
currency account of the Borrower specified in para 3.6. of the present Contract
for debiting without further authorization the sums of debt, payments, penal
sanctions stipulated by para 3.6. and 3.7. of the present Contract, the Borrower
shall grant the Creditor the right to debit without further authorization the
sums of debt, payments, penal sanctions stipulated by para 3.6. and 3.7. of the
present Contract, on the basis of the Creditor's payment requests from the
settlement account of the Borrower # 40702810100000006624 opened with the
Creditor.
 
     Sums subject to writing off shall be re-calculated into an equivalent of US
Dollars at the rate of the Creditor for date of realization of the write-off.
 
   &nb        
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