AMENDATORY AGREEMENT
Exhibit
99.3
THIS
AMENDATORY AGREEMENT amends certain provisions of that SECURITIES PURCHASE
AGREEMENT dated April 13, 2010 (the “SPA”), between China
Networks International Holdings Ltd., a British Virgin Islands company (the
“Company”), and
each purchaser signatory thereto (each, including its successors and assigns, a
“Purchaser” and
collectively, the “Purchasers”), and the
Transaction Documents (as defined below) as set forth below.
BACKGROUND
Pursuant
to the SPA, the Company sold to the Purchasers, and the Purchasers purchased
from the Company, an aggregate of $11,000,000 in principal interest of 10%
Senior Convertible Debentures (each debenture, a “Debenture” and
collectively, the “Debentures”).
Pursuant
to a certain Subsidiary Guaranty entered into by China Networks Media, Ltd., a
British Virgin Islands company and wholly-owned subsidiary of the Company
(“Guarantor”),
for the benefit of Collateral Agents, LLC (the “Collateral Agent”)
and the Purchasers, dated of equal date with the SPA (the “Guaranty”), the
Guarantors have jointly and severally agreed to guarantee and act as surety for
payment of the Debentures.
In order
to induce the Purchasers to enter into the SPA, the Company and certain of its
subsidiaries (each a “Debtor” and collectively, the “Debtors”) entered
into a Security Agreement (the “Security Agreement”)
with the Purchasers and the Collateral Agent whereby each Debtor granted each
Purchaser, pari
passu with each
other Purchaser and through the Collateral Agent, a security interest in certain
property of such Debtor to secure the prompt payment, performance and discharge
in full of all of the Company’s obligations under the Debentures and the
Guarantors’ obligations under the Guaranty.
The SPA,
Debentures, Guaranty and Security Agreement are herein collectively referred to
as the “Transaction Documents”.
In connection with the transactions
contemplated by the Transaction Documents, certain Purchasers appointed Euro
Pacific Capital, Inc. (“Euro Pacific”) as
their investor representative to act on behalf of such Purchasers with respect
to any actions taken in accordance with the Transaction Documents or the
transactions contemplated thereby. Accordingly, this Amendatory
Agreement is being entered into by the Company, the Guarantor, each Debtor, the
Collateral Agent, Euro Pacific and the Purchasers not represented by Euro
Pacific. Each party hereto is executing this Agreement solely with
respect to the Transaction Documents applicable to which they were originally a
party, as set for on the signature page hereto.
The
following terms are hereby incorporated as a part of the SPA, and to the extent
these terms modify or conflict with any provisions of the SPA, these terms shall
control. All other terms of the SPA and other Transaction
Documents not modified shall remain the same.
Page 1 of
7
|
1.
|
Amendments to the
SPA.
|
a) Section
3.1(r) of the SPA is hereby deleted and restated in its entirety as
follows:
Certain
Fees. Other than as set out in Schedule 3.1(r), no
brokerage or finder’s fees or commissions or any other payments in cash or
otherwise, directly or indirectly arising from the occurrence of the Closing,
are or will be payable by the Company to any broker, financial advisor or
consultant, finder, placement agent, investment banker, bank or other
Person. The Purchasers shall have no obligation with respect to any
fees or with respect to any claims made by or on behalf of other Persons for
fees of a type contemplated in this Section that may be due in connection with
the transactions contemplated by the Transaction Documents.
b) Section
4.19(iv) of the SPA is hereby deleted and restated in its entirety as
follows:
except as
described in the Reports, engage in any transactions with any officer, director,
employee or any Affiliate of the Company, including any contract, agreement or
other arrangement providing for the furnishing of services to or by, providing
for rental of real or personal property to or from, or otherwise requiring
payments to or from any officer, director or such employee or, to the knowledge
of the Company, any entity in which any officer, director, or any such employee
has a substantial interest or is an officer, director, trustee or partner, in
each case in excess of $120,000 other than (i) for payment of salary, or
consulting fees, including investment banking fees in the case of an officer or
director who is a principal of an investment bank that may provide services to
the Company, for services rendered, (ii) reimbursement for expenses incurred on
behalf of the Company, (iii) for other employee benefits, including share option
agreements under any share option plan of the Company, and (iv) payment to Mr.
CliveNg, or any affiliates of Xx. Xx, for services provided to the Company,
which payments shall not exceed, in the aggregate, $200,000; provided, however,
that each such transaction described in clauses (i) – (iv) above shall be
consummated on commercially reasonable terms not more favorable to the Affiliate
(including Xx. Xx) than the terms and amounts that would be applicable to an
arms-length transaction with a non-affiliated third party; or
Page 2 of
7
c) Section
5.5 of the SPA is hereby amended to add the following sentence to the end of the
Section:
Notwithstanding
the foregoing, no provision of this Agreement may be amended without the express
written consent of each Purchaser (or group of Purchasers under common control)
then holding Debentures in aggregate principal amount of $1,750,000 or
greater.
|
2.
|
Amendment to the
Debenture. The last sentence of Section 8(e) of the
Debenture is hereby deleted and restated in its entirety as
follows:
|
This
Debenture may only be modified, supplemented or amended in a written instrument
signed by the Company and the Holders holding a majority in interest of the
Debentures then outstanding; provided, however, that no provision of this
Debenture may be modified, supplemented or amended without the express written
consent of each Holder (or group of Holders under common control) then holding
Debentures in aggregate principal amount of $1,750,000 or greater.
|
3.
|
Amendment to the
Security Agreement. Section 1(c) of the Security
Agreement is hereby deleted and restated in its entirety as
follows:
|
“Majority in Interest”
means, at any time of determination, the majority in interest (based on
then-outstanding principal amounts of Debentures at the time of such
determination) of the Secured Parties; provided, however, that a Majority in
Interest must include each Secured Party (or group of Secured Parties under
common control) who then holds Debentures in the aggregate principal amount of
$1,750,000 or greater.
|
4.
|
Counterparts. This
Agreement may be executed in counterpart copies, each of which shall
constitute an original and all of which together shall constitute one
agreement.
|
|
5.
|
Binding
Effect. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective permitted
successors and permitted assigns. The recitals are hereby
incorporated into the body of this Agreement as if fully restated in this
Section. In the event of a conflict between any Transaction
Document and this Agreement, this Agreement shall
control.
|
Page 3 of
7
|
6.
|
Entire Agreement;
Amendment. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter
hereof, and may not be modified, supplemented or amended without the
written consent of the Company and (i) with respect to Section 1 and 2
hereof, the Purchasers (or group of Purchasers under common control)
holding a majority in interest of the Debentures then
outstanding (which Purchasers or group of Purchasers under common
control must include the Purchasers or group of Purchasers under common
control then holding Debentures in aggregate principal amount of
$1,750,000 or greater), and (ii) with respect to all other sections
hereof, the Debtors, Purchasers (or group of Purchasers under common
control) holding a majority in interest of the Debentures then
outstanding (which Purchasers or group of Purchasers under common
control much include the Purchasers then holding Debentures in aggregate
principal amount of $1,750,000 or greater), and the Collateral
Agent.
|
[Signature Pages
Follow]
Page 4 of
7
IN WITNESS WHEREOF, the
parties hereto have executed this Amendatory Agreement as of the Effective
Date.
COMPANY:
CHINA
NETWORKS INTERNATIONAL HOLDINGS, LTD.
By:
_____________________________
Name: __________________________
Title:
___________________________
DEBTORS:
CHINA
NETWORKS MEDIA, LTD.
By:
_______________________________
Name:
_____________________________
Title:
______________________________
COLLATERAL AGENT:
COLLATERAL
AGENTS, LLC
By:
_______________________________
Name:
_____________________________
Title:
______________________________
(Purchaser and Investor
Representative Signature Pages Follow)
Page 5 of
7
(Purchaser Signature Page to
Amendatory Agreement)
PURCHASER
Name of
Purchaser: __________________________________________________
Signature of Authorized Signatory of
Purchaser: ______________________
Name of
Authorized Signatory: _________________________
Title of
Authorized Signatory: __________________________
Principal
Amount of Debentures Currently Held: $___________________________
Page 6 of
7
(Investor Representative Signature
Page to Amendatory Agreement)
INVESTOR REPRESENTATIVE ON BEHALF OF
CERTAIN PURCHASERS:
Euro
Pacific Capital, Inc.
By:
_______________________________
Name:
_____________________________
Title:
______________________________
Page
7 of 7
