EXHIBIT 4.2Shareholders Agreement • January 18th, 2005 • Columbus Nova Investments VIII LTD • Cable & other pay television services • New York
EXHIBIT 6 REGISTRATION RIGHTS AGREEMENT by and between MOSCOW CABLECOM CORP.Registration Rights Agreement • January 18th, 2005 • Columbus Nova Investments VIII LTD • Cable & other pay television services • New York
JOINT FILING AGREEMENT ---------------------- In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13D (including...Joint Filing Agreement • September 23rd, 2004 • Columbus Nova Investments VIII LTD • Cable & other pay television services
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13D (including amendment thereto) with respect to securities of Moscow CableCom Corp.; and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing.
EXHIBIT 11.3 FORM OF IRREVOCABLE PROXY AND POWER OF ATTORNEY IRREVOCABLE PROXY AND POWER OF ATTORNEY (the "Proxy and Power of Attorney"), dated as of December , 2004, between, Columbus Nova Investments VIII Ltd., a Bahamas company ("CNI"), and the...Columbus Nova Investments VIII LTD • January 18th, 2005 • Cable & other pay television services
between JAMES PINTO andVoting Agreement • September 23rd, 2004 • Columbus Nova Investments VIII LTD • Cable & other pay television services • Delaware
REGISTRATION RIGHTS AGREEMENT by and between MOSCOW CABLECOM CORP.Registration Rights Agreement • September 23rd, 2004 • Columbus Nova Investments VIII LTD • Cable & other pay television services • New York
AGREEMENTExecution Copy • September 23rd, 2004 • Columbus Nova Investments VIII LTD • Cable & other pay television services • Delaware
EXHIBIT 11.1 IRREVOCABLE PROXY AND POWER OF ATTORNEY IRREVOCABLE PROXY AND POWER OF ATTORNEY (the "Proxy and Power of Attorney"), dated as of December 1, 2004, among, Columbus Nova Investments VIII Ltd., a Bahamas company ("CNI"), and each of the...Columbus Nova Investments VIII LTD • January 18th, 2005 • Cable & other pay television services
EXHIBIT 2.2Subscription Agreement • January 18th, 2005 • Columbus Nova Investments VIII LTD • Cable & other pay television services • New York
by and betweenConvertible Preferred Stock • September 23rd, 2004 • Columbus Nova Investments VIII LTD • Cable & other pay television services • New York
REGISTRATION RIGHTS AGREEMENT by and between MOSCOW CABLECOM CORP. and the SHAREHOLDERS Dated September 21, 2006Registration Rights Agreement • October 16th, 2006 • Renova Media Enterprises Ltd. • Cable & other pay television services • New York
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of September 21, 2006, by and between Moscow CableCom Corp., a Delaware corporation (the "Company"), and the investors listed on Exhibit A to this Agreement (collectively, the "Shareholders").
SUBSCRIPTION AGREEMENTSubscription Agreement • October 16th, 2006 • Renova Media Enterprises Ltd. • Cable & other pay television services • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • June 15th, 2006 • Renova Media Enterprises Ltd. • Cable & other pay television services • New York
AMENDMENT NO. 3 TO SERIES B CONVERTIBLE PREFERRED STOCK SUBSCRIPTION AGREEMENTSubscription Agreement • October 16th, 2006 • Renova Media Enterprises Ltd. • Cable & other pay television services • New York
This AMENDMENT NO. 3 (this "Amendment") with respect to the Series B Convertible Preferred Stock Subscription Agreement (the "Subscription Agreement"), dated August 26, 2004 and amended on May 5, 2006 and on December 1, 2004, between Moscow CableCom Corp. (formerly known as Andersen Group Inc.), a Delaware corporation (the "Company"), and Renova Media Enterprises Ltd. (formerly known as Columbus Nova Investments VIII Ltd.), a Bahamas company ("RME" and, together with the Company, collectively the "Parties" and each individually a "Party"), is made and entered into by the Parties as of September 21, 2006. Capitalized terms used and not otherwise defined shall have the meanings ascribed to them in the Agreement.
AGREEMENT TO WAIVE COMPLIANCE WITH REPRESENTATIONS AND WARRANTIESWaive Compliance • October 16th, 2006 • Renova Media Enterprises Ltd. • Cable & other pay television services
AGREEMENT, dated September 21, 2006, between Moscow CableCom Corp., a Delaware corporation (the “Company”), and each of the parties executing a counterpart of this Agreement (the “Investors”).
ContractRenova Media Enterprises Ltd. • February 22nd, 2007 • Cable & other pay television services • New York
THIS CONTINUING UNCONDITIONAL GUARANTY IS SUBORDINATED IN ALL RESPECTS TO THE INDEBTEDNESS, LIABILITIES AND OBLIGATIONS OWING BY THE GUARANTOR ARISING UNDER OR IN CONNECTION WITH THAT CERTAIN FACILITY AGREEMENT DATED AS OF AUGUST 26, 2004, AS AMENDED FROM TIME TO TIME (THE “FACILITY AGREEMENT”), AND MAY BE COLLECTED AND ENFORCED ONLY IN ACCORDANCE WITH THE TERMS OF THE SUBORDINATION AGREEMENT, DATED AS OF FEBRUARY 21, 2007, BY AND AMONG THE LENDER, AS DEFINED BELOW, AND THE AGENT UNDER THE FACILITY AGREEMENT (THE “SUBORDINATION AGREEMENT”).
AMENDMENT NO. 2 TO SERIES B CONVERTIBLE PREFERRED STOCK SUBSCRIPTION AGREEMENTSubscription Agreement • October 16th, 2006 • Renova Media Enterprises Ltd. • Cable & other pay television services • New York
This AMENDMENT NO. 2 (this "Amendment") with respect to the Series B Convertible Preferred Stock Subscription Agreement (the "Agreement"), dated August 26, 2004 and amended on December 1, 2004, between Moscow CableCom Corp. (formerly known as Andersen Group Inc.), a Delaware corporation (the "Company"), and Renova Media Enterprises Ltd. (formerly known as Columbus Nova Investments VIII Ltd.), a Bahamas company ("RME" and, together with the Company, collectively the "Parties" and each individually a "Party"), is made and entered into by the Parties as of May 5, 2006. Capitalized terms used and not otherwise defined shall have the meanings ascribed to them in the Agreement.
TERMINATION AGREEMENTTermination Agreement • April 24th, 2007 • Renova Media Enterprises Ltd. • Cable & other pay television services
THIS TERMINATION AGREEMENT (this “Agreement”) is made on April 17, 2007 by and between Open Joint Stock Company “Moskovskaya Telecommunikatsionnaya Corporatsyia” (“COMCOR”) and Renova Media Enterprises Ltd. (fka “Columbus Nova Investments VIII Ltd”) (“RME”),
JOINT FILING AGREEMENTJoint Filing Agreement • April 24th, 2007 • Renova Media Enterprises Ltd. • Cable & other pay television services
WHEREAS, the undersigned (collectively, the “Reporting Persons”) from time to time make filings with the Securities and Exchange Commission pursuant to Regulation 13D-G under the Securities Exchange Act of 1934, as amended; and
AGREEMENT AND PLAN OF MERGER by and among RENOVA MEDIA ENTERPRISES LTD., GALAXY MERGER SUB CORPORATION, a subsidiary of Renova Media Enterprises Ltd., and MOSCOW CABLECOM CORP. Dated as of February 21, 2007Agreement and Plan of Merger • February 22nd, 2007 • Renova Media Enterprises Ltd. • Cable & other pay television services • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 21, 2007, by and among Renova Media Enterprises Ltd., a Bahamian corporation (“Parent”), Galaxy Merger Sub Corporation, a Delaware corporation and a subsidiary of Parent (“Merger Sub”), and Moscow CableCom Corp., a Delaware corporation (the “Company”).
AMENDED AND RESTATED CREDIT FACILITY AGREEMENT DATED NOVEMBER 3, 2006 UP TO US$216,000,000 CREDIT FACILITY FOR RENOVA MEDIA ENTERPRISES LTD. from RENOVA INDUSTRIES LTD. AND CMCR MANAGEMENT LIMITEDCredit Facility Agreement • November 6th, 2006 • Renova Media Enterprises Ltd. • Cable & other pay television services
DEED OF AMENDMENT between Renova Industries Ltd. CMCR Management Limited and Renova Media Enterprises, Ltd. in respect of UP TO US$ 59,140,000 CREDICT FACILITY AGREEMENT Dated September 15, 2006Deed of Amendment • October 16th, 2006 • Renova Media Enterprises Ltd. • Cable & other pay television services
This Deed of Amendment (this "Deed") is made and entered into on September 15, 2006, between RENOVA INDUSTRIES LTD, a company registered in the Bahamas and whose registered office is at Shirley House, 50 Shirley Street, P.O. Box N-7755, Nassau, Bahamas ("Renova"), CMCR MANAGEMENT LIMITED, a company registered in the Bahamas and whose registered office is at Winterbotham Place, Marlborough & Queen Street, P.O. Box № 10429, Nassau, Bahamas ("CMCR" and together with Renova, the "Principals" and each individually, a "Principal"), and RENOVA MEDIA ENTERPRISES LTD., a company registered in the Bahamas, and whose registered office is at Shirley House, 50 Shirley Street, P.O. Box N-7755, Nassau, Bahamas (the "Company", and together with Renova and CMCR, the "Parties" and each individually, a "Party").
SECOND DEED OF AMENDMENT between Renova Industries Ltd. CMCR Management Limited and Renova Media Enterprises, Ltd. in respect of A SHAREHOLDERS AGREEMENT A CREDIT FACILITY AGREEMENT AND A SALE AND PURCHASE AGREEMENT Dated 7 June 2006Shareholders Agreement • October 16th, 2006 • Renova Media Enterprises Ltd. • Cable & other pay television services
This Deed of Amendment (this "Deed") is made and entered into on 7 June 2006, between RENOVA INDUSTRIES LTD, a company registered in the Bahamas and whose registered office is at Shirley House, 50 Shirley Street, P.O. Box N-7755, Nassau, Bahamas ("Renova"), CMCR MANAGEMENT LIMITED, a company registered in the Bahamas and whose registered office is at Winterbotham Place, Marlborough & Queen Street, P.O. Box № 10429, Nassau, Bahamas ("CMCR" and together with Renova, the "Principals" and each individually, a "Principal"), and RENOVA MEDIA ENTERPRISES LTD., a company registered in the Bahamas, and whose registered office is at Shirley House, 50 Shirley Street, P.O. Box N-7755, Nassau, Bahamas (the "Company", and together with Renova and CMCR, the "Parties" and each individually, a "Party").
EXHIBIT 9 THIS OBLIGATION HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED...Equity Loan Agreement • January 18th, 2005 • Columbus Nova Investments VIII LTD • Cable & other pay television services • England
EXHIBIT 11.2 IRREVOCABLE PROXY AND POWER OF ATTORNEY IRREVOCABLE PROXY AND POWER OF ATTORNEY (the "Proxy and Power of Attorney"), dated as of December 1, 2004, among, Columbus Nova Investments VIII Ltd., a Bahamas company ("CNI"), and the person whose...Columbus Nova Investments VIII LTD • January 18th, 2005 • Cable & other pay television services
DATED 21 FEBRUARY, 2007Amendment Agreement • February 22nd, 2007 • Renova Media Enterprises Ltd. • Cable & other pay television services
ADDENDUM TO THE LOAN AGREEMENTThe Loan Agreement • August 2nd, 2006 • Renova Media Enterprises Ltd. • Cable & other pay television services
Oliver R. Grace, Jr. 55 Brookville Road Glen Head, New York 11545 Telephone: (516) 686-2207 Fax: (516) 626-1204 August 26, 2004Columbus Nova Investments VIII LTD • September 23rd, 2004 • Cable & other pay television services • New York
BRIDGE FACILITY AGREEMENTBridge Facility Agreement • February 22nd, 2007 • Renova Media Enterprises Ltd. • Cable & other pay television services • New York
This Bridge Facility Agreement (“Agreement”) is made as of February 21, 2007 by and between MOSCOW CABLECOM CORP., a Delaware corporation (the “Company”), ZAO COMCOR-TV, a closed joint stock company organized under the laws of the Russian Federation and a wholly-owned subsidiary of the Company (“Borrower” and together with the Company, the “Obligors”), and RME FINANCE LTD, a company incorporated under the laws of Cyprus (the “Lender”). In consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT in respect of RENOVA MEDIA ENTERPRISES, LTD. between Renova Industries Ltd. CMCR Management Limited and Renova Media Enterprises, Ltd. Dated 20 October 2006Shareholders Agreement • April 24th, 2007 • Renova Media Enterprises Ltd. • Cable & other pay television services
This AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into on 20 October 2006, between RENOVA INDUSTRIES LTD, a company registered in the Bahamas and whose registered office is at 2nd Terrace West Centreville, P.O. Box. N-7755, Nassau, Bahamas (“Renova”), CMCR MANAGEMENT LIMITED, a company registered in the Bahamas and whose registered office is at Winterbotham Place, Marlborough & Queen Street, P.O. Box № 10429, Nassau, Bahamas (“CMCR” and together with Renova, the “Principals” and each individually, a “Principal”), and RENOVA MEDIA ENTERPRISES LTD., a company registered in the Bahamas, and whose registered office is at 2nd Terrace West Centreville, P.O. Box. N-7755, Nassau, Bahamas (the “Company”, and together with Renova and CMCR, the “Parties” and each individually, a “Party”).
August 26, 2004 Mr. Ivan Isakov Columbus Nova Investments VIII LTD. 590 Madison Avenue New York, New York 10022 Re: Transactions (the "Transactions") Contemplated by (a) the Moscow CableCom Corp. ("MOCC")/Columbus Nova Investments VIII LTD. ("CN")...Columbus Nova Investments VIII LTD • September 23rd, 2004 • Cable & other pay television services • New York
LOAN AGREEMENT Made as of May 12, 2006 between RENOVA INDUSTRIES LTD. as Lender -and- RENOVA MEDIA ENTERPRISES LTD. as BorrowerLoan Agreement • June 15th, 2006 • Renova Media Enterprises Ltd. • Cable & other pay television services
The Lender has agreed to make available to the Borrower a loan of USD 10, 000,000.00 (Ten Million United States Dollars) for the purpose of financing the Borrower’s current activities, subject to the terms and conditions of this Loan Agreement.
SUBORDINATION AGREEMENTSubordination Agreement • February 22nd, 2007 • Renova Media Enterprises Ltd. • Cable & other pay television services • New York
This Subordination Agreement (this “Subordination Agreement”) is made as of February 21, 2007 by and between RME FINANCE LTD, formerly known as AMATOLA ENTERPRISES LIMITED, a company incorporated under the laws of Cyprus, as and in its capacity as Agent and Security Agent pursuant to that certain Facility Agreement, defined below (in such capacity, the “Agent”) and RME FINANCE LTD, as lender pursuant to that certain Bridge Agreement as defined below (“Subordinated Creditor”).
DEED OF AMENDMENT between Renova Industries Ltd. CMCR Management Limited and Renova Media Enterprises, Ltd. in respect of THE AMENDED AND RESTATED UP TO US$ 216,000,000 CREDIT FACILITY AGREEMENT OF NOVEMBER 3, 2006 Dated February 13, 2007Deed of Amendment • February 22nd, 2007 • Renova Media Enterprises Ltd. • Cable & other pay television services
This Deed of Amendment (this “Deed”) is made and entered into on February 13, 2007, between RENOVA INDUSTRIES LTD, a company registered in the Bahamas and whose registered office is at 2ND Terrace West Centreville, P.O. Box N-7755, Nassau, Bahamas (“Renova”), CMCR MANAGEMENT LIMITED, a company registered in the Bahamas and whose registered office is at Winterbotham Place, Marlborough & Queen Street, P.O. Box No 10429, Nassau, Bahamas (“CMCR” and together with Renova, the “Principals” and each individually, a “Principal”), and RENOVA MEDIA ENTERPRISES LTD., a company registered in the Bahamas, and whose registered office is at 2nd Terrace West Centreville, P.O. Box N-7755, Nassau, Bahamas (the “Company”, and together with Renova and CMCR, the “Parties” and each individually, a “Party”).
