Success Fee Agreement Between StoryFirst Communications, Inc. and Alfa Bank for License Tenders

Summary

StoryFirst Communications, Inc. and Alfa Bank agree that if they jointly win a VHF television broadcast license in certain Russian cities, StoryFirst will pay Alfa Bank a specified fee for each successful tender, as listed in an attached schedule. No fee is owed if StoryFirst acquires an existing license or if a city is removed from the list before an application is made. The agreement requires Alfa Bank’s countersignature to confirm acceptance of these terms.

EX-10.26 31 file026.htm LETTER BETWEEN CTC MEDIA AND ALFA BANK

  Exhibit 10.26 [LETTERHEAD OF STORYFIRST COMMUNICATIONS, INC.] January 1, 2003 Petr O. Aven Alfa Bank 9, ul. Mashi Poryvaevoi Moscow Russian Federation Re: Fee for Successful License Tenders Dear Petr: I am writing to confirm our understanding with respect to the payment of fees to Alfa Bank for successful license tenders. In the event that StoryFirst and Alfa, working together, are successful in winning, in an open frequency tender, a VHF license to broadcast terrestrial television in a city listed on Exhibit A hereto for a company or other legal entity in which StoryFirst and/or one of its subsidiaries owns at least a 51% interest, StoryFirst shall pay to Alfa, or its designated affiliate, the sum set forth opposite such city's name on Exhibit A. If StoryFirst or one if its subsidiaries acquires a company or business with an existing broadcast license (in a city listed on Exhibit A or otherwise), no success fee will be payable to Alfa unless such a success fee has been agreed in writing before such acquisition. Moreover, StoryFirst reserves the right to remove any city from Exhibit A at any time by written notice to Alfa so long as no application has been made to secure a license in such city by or on behalf of StoryFirst as of the date of such notice. In such event, StoryFirst shall no longer be liable to Alfa to pay any fee in connection with any license subsequently awarded to StoryFirst (or a StoryFirst affiliate) in such city. In no event will StoryFirst be liable to pay any success fees to Alfa upon the successful tender for a license to be used in StoryFirst repeater project. Please countersign this letter below to confirm Alfa's agreement with the terms of this letter. Sincerely, STORYFIRST COMMUNICATIONS, INC. Tate Fite Chief Financial Officer Agreed to: ALFA BANK  EXHIBIT A TO LETTER TO ALFA BANK DATED JANUARY 1, 2003 City Success Fee - ---------- ----------- Yaroslavl $ 300,000 Ekaterinburg $ 300,000 Saratov $ 300,000 Chelyabinsk $ 300,000 Novosibirsk $ 300,000 Krasnoyarsk $ 300,000 Rostov-on-Don $ 300,000 Petrozavodsk $ 100,000 Tver $ 200,000 Ufa $ 300,000 Tumen pound 300,000