AMENDMENT NO. 1 TO ESCROW AGREEMENT
AMENDMENT NO. 1 TO ESCROW AGREEMENT
AMENDMENT dated as of November 8, 2007 to the Escrow Agreement (the “Escrow Agreement”) dated as of March 9, 2007 among Eco Telecom Limited, a company organized under the laws of Gibraltar (the “Issuer”), Deutsche Bank AG London Branch, as collateral agent in connection with the Series A Floating Rate Bonds, Altimo Holdings & Investments Limited, a British Virgin Islands company, and The Bank of New York, as escrow agent.
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in this Escrow Amendment has the meaning assigned to such term in the Escrow Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Escrow Agreement shall, after this Amendment becomes effective, refer to the Escrow Agreement as amended hereby.
Section 2. Clause 1 of the Escrow Agreement Amended. The following provision shall replace the second sentence of clause 1 of the Escrow Agreement in its entirety:
The Issuer shall deliver or cause to be delivered to the Escrowed Account any VIP Common Shares, Preferred VIP Shares, VIP ADSs or any other securities issued by VIP, or depositary securities representing the same, that the Issuer or any affiliate thereof acquires (except for (A) VIP Shares held by Affiliates (as defined in the Series A Indenture) of the Issuer or the Guarantor that hold such VIP Shares for the account or benefit of a third party as an asset manager where neither the Issuer nor the Guarantor nor any Affiliates thereof exercise any control over such VIP Shares or (B) VIP Shares held by Affiliates of the Guarantor as part of their day-to-day short-term trading activities) after the date hereof for the duration of this Escrow Agreement (the “Additional Escrow Shares”) within ten Business Days of such acquisition.
Section 3. Clause 3 of the Escrow Agreement Amended. The following provision shall replace the first paragraph of clause 3(a) of the Escrow Agreement in its entirety:
(a) If the Issuer decides to issue securities pursuant to the Series B Indenture, the Issuer shall provide written notice to the Escrow Agent and the Series A Collateral Agent (with a copy to the Series B Collateral Agent and the trustee under the Series B Indenture) setting forth the date upon which it intends to issue securities pursuant to the Series B Indenture (the “Series B Issuance Notice”). Upon receipt of the Series B Issuance Notice, the Escrow Agent shall release and transfer up to the number of VIP Escrow Shares then held in the Escrowed Account to the Series B Collateral Agent for deposit in the collateral account subject to the Series B Collateral Agreement (the “Series B Collateral Account”) in accordance with the joint written instructions of the Series B Collateral Agent and the Issuer within two Business Days of receiving such joint written instructions. Upon such transfer, the VIP Escrow Shares so transferred shall cease to be Escrowed Assets hereunder.
Section 4. Clause 7 of the Escrow Agreement Amended. The following provision shall replace clause 7 of the Escrow Agreement in its entirety:
All notices and other communications under this Escrow Agreement shall be in writing and shall be deemed given when delivered personally or transmitted by telecopy and receipt acknowledged or five days after being mailed by registered mail, return receipt requested, to the parties at the following addresses (or to such other address as a party may have specified by written notice given to the other parties pursuant to this provision):
| The Issuer | With a copy to | x0000 000 0000 | ||||
| Eco Telecom Limited |
||||||
| Xxxxx 0, 0 Xxxxx Xxxxx |
||||||
| Xxxxxxxxx |
||||||
| Xxxxxxxxx: |
Xxxxx Xxxx | |||||
| Telephone: |
x000 00000 | |||||
| Fax Number: |
x000 00000 | |||||
| email: |
xxxx@xxxx.xx | |||||
| Series A Collateral Agent |
with a copy to: | Legal Department | ||||
| Deutsche Bank AG London Branch |
Deutsche Bank AG London | |||||
| Branch | ||||||
| Winchester House |
Xxxxxxxxxx Xxxxx | |||||
| 0 Xxxxx Xxxxxxxxxx Xxxxxx |
1 Great Winchester Street | |||||
| London EC2N 2DB |
London XX0X 0XX | |||||
| Attention: |
Xxxxx Xxxxxx or Head of Global Strategic Transactions |
Attention: | Head of Equities Legal Team | |||
| Telephone: |
x00 000 000 0000 | |||||
| Fax Number: |
x00 000 000 0000 | Fax Number: | x00 000 000 0000 | |||
| email: |
Xxxxx.Xxxxxx@xx.xxx | |||||
| Series B Collateral Agent Equity Trust Services (UK) Limited 00X Xxxxxxxxxxxx Xxxxxx XX0X 0XX Xxxxxx |
||||||
| Attention: |
Xxxxxxx Xxxxxxxxx | |||||
| Telephone: |
x00 00 0000 0000 | |||||
| Fax Number: |
x00 00 0000 0000 | |||||
| email: |
xxxxxxxxxx@xxxxxxxxxxx.xxx | |||||
| Guarantor | ||||||
| Altimo Holdings & |
With a copy to | x0000 000 0000 | ||||
| Investments Limited |
||||||
| Xxxxx 0, 0 Xxxxx Xxxxx |
||||||
| Xxxxxxxxx |
||||||
| Xxxxxxxxx: |
Xxxxx Xxxx | |||||
| Telephone: |
x000 00000 | |||||
| Fax Number: |
x000 00000 | |||||
| email: |
xxxx@xxxx.xx | |||||
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| Escrow Agent | with a copy to: | The Bank of New York | ||||
| The Bank of New York | 000 Xxxxxxx Xxxxxx | |||||
| Xxx Xxxxxx Square | New York | |||||
| London E14 5AL | Xxx Xxxx 00000 | |||||
| Attention (London/NY): | Corporate Trust Administration | |||||
| Telephone (London/NY): | x00 00 0000 0000 | |||||
| Fax Number (London/NY): | x00 00 0000 0000 | |||||
Section 5. Series B Collateral Agent Acknowledgement. By executing this Escrow Amendment, Equity Trust Services (UK) Limited, as collateral agent under the Collateral Agreement relating to the Series B Floating Rate Bonds dated as of the date of this Escrow Amendment among the Issuer, as pledgor, The Bank of New York, as securities intermediary, Equity Trust Services (UK) Limited, as trustee and as collateral agent, Deutsche Bank AG London Branch, as calculation agent, and agreed and acknowledged by the trustee under the Series A Indenture, hereby becomes party to the Escrow Agreement and bound by its terms.
Section 6. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the conflicts of laws provisions thereof.
Section 7. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
Section 8. Effectiveness. This Amendment shall become effective on the date when a counterpart of this Escrow Amendment is signed by each of the parties hereto.
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IN WITNESS WHEREOF, each of the parties have caused this Escrow Amendment to be executed by a duly authorized officer as of the day and year first written above.
| Eco Telecom Limited | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Authorized Director | |
| Deutsche Bank AG London Branch, as Series A Collateral Agent | ||
| By: | /s/ Xxxxxx Xxxxx-Xxxxx | |
| Name: | Xxxxxx Xxxxx-Xxxxx | |
| Title: | Legal Counsel | |
| By: | /s/ Xxxx Xxxxxxx | |
| Name: | Xxxx Xxxxxxx | |
| Title: | Legal Counsel | |
| Altimo Holdings & Investments Limited | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: | Xxxxx Xxxx | |
| Title: | Authorized Director | |
| The Bank of New York | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: | Xxxxxxx Xxxxxxx | |
| Title: | Vice President | |
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| Equity Trust Services (UK) Limited, as Series B Collateral Agreement | ||
| By: | /s/ Xxxxxxx Xxxxxxxxx | |
| Name: | Xxxxxxx Xxxxxxxxx | |
| Title: | Business Development Manager | |
| Deutsche Bank AG London Branch hereby acknowledges and agrees to the provisions of Clause 18(b) of the Escrow Agreement | ||
| By: | /s/ Xxxxxx Xxxxx-Xxxxx | |
| Name: | Xxxxxx Xxxxx-Xxxxx | |
| Title: | Legal Counsel | |
| By: | /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx | |
| Title: | Managing Director | |
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