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, 2007
Exhibit 31
DEED OF AMENDMENT
between
Renova Industries Ltd.
CMCR Management Limited
and
Renova Media Enterprises, Ltd.
in respect of
Dated February 13, 2007
DEED OF AMENDMENT
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
0XX Xxxxxxx Xxxx Xxxxxxxxxxx, X.X. Xxx X-0000, Xxxxxx, 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”).
WHEREAS, on 19 April 2006 the Parties entered into a Credit Facility Agreement Up To US$
59,140,000 pursuant to which Renova and CMCR being as of Completion 51% and 49% shareholders of
the Company have agreed to make available to the Company a loan facility in the aggregate amount of
US$59,140,000 (the “Original Credit Facility
Agreement
WHEREAS, on November 3, 2006 the Parties executed an Amended and Restated Up to US$
216,000,000 Credit Facility Agreement (the “Amended and Restated Credit Facility Agreement”) by
which the Parties consolidated all amendments made to the Original Credit Facility Agreement up to
the date of the Amended and Restated Credit Facility Agreement and increased the facility amount
available to the Company to US$ 216,000,000 (two hundred sixteen million US dollars);
WHEREAS, the Company requires additional funds in order to finance its acquisition of the
remaining outstanding shares of common stock of Moscow Cablecom Corp. (“MOCC”), not already owned
by it, pursuant to a negotiated merger between the Company and MOCC (the “Merger”);
WHEREAS, the Principals are willing to provide the Company with additional financing for the
purpose of the Merger on the terms of the Amended and Restated Credit Facility Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, the
Parties agree as follows:
| 1. | Certain Definitions |
In this Deed, the following words shall have the following meanings:
“CMCR” has the meaning set forth in the Preamble.
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“Company” has the meaning set forth in the Preamble.
“Deed” has the meaning set forth in the Preamble.
“Original
Credit Facility Agreement” has the meaning assigned to it the Preamble.
“Party” or “Parties” has the meaning set forth in the Preamble.
“Person” means any natural person, firm, partnership, association, corporation, company,
limited liability company, trust, business trust, Governmental Authority or other entity.
“Principal” or “Principals” has the meaning set forth in the Preamble.
“Renova” has the meaning set forth in the Preamble.
“US$” and “United States Dollars” means the lawful currency of the United States of America
that at the time of payment is legal tender.
| 2. | Interpretation |
In this Deed, unless otherwise specified:
| (a) | the singular includes the plural and vice versa and any gender includes either gender; | ||
| (b) | the headings in this Deed are inserted for convenience only and shall not affect its construction; | ||
| (c) | references to this Deed or to any other document include a reference to this Deed or such other document as varied, amended, modified, novated or supplemented from time to time; | ||
| (d) | references to any gender shall include all other genders; | ||
| (e) | references to the word “include” or “including” are to be construed without limitation; | ||
| (f) | references to any Clause, paragraph or Schedule are to those contained in this Deed and all Schedules to this Deed are an integral part of this Deed; | ||
| (g) | in writing includes, unless otherwise provided in this Deed, any communication made by letter or facsimile transmission, but not |
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| electronic mail; |
| (h) | U.S. Dollar amounts include the equivalents in any other currency unless otherwise specified herein. |
| 2. | Amendments to the Amended and Restated Credit Facility Agreement |
2.1 The Parties hereby agree to amend the definition of “CMCR Commitment” in Clause 1.1.
(Interpretation) of the Amended and Restated Credit Facility Agreement to read as follows:
“CMCR Commitment” means one hundred nineteen million five hundred sixty
thousand United States Dollars (US$ 119,560,000) to the extent not cancelled, transferred
or reduced under this Agreement.”
2.2 The Parties hereby agree to amend the definition of “Facility Amount” in Clause 1.1.
(Interpretation) of the Amended and Restated Credit Facility Agreement to read as follows:
“Facility Amount” means two hundred forty four million United States Dollars (US$
244,000,000).”
3.2 The Parties hereby agree to amend the definition of “Renova Commitment” in Section 1.1.
(Interpretation) of the Amended and Restated Credit Facility Agreement to read as follows:
“Renova Commitment” means one hundred twenty four million four hundred forty thousand
United States Dollars (US$ 124,440,000) to the extent not cancelled, transferred or reduced
under this Agreement.”
| 3. | Continuing Effect |
Except as specifically provided in this Deed, all of the provisions of the Amended and
Restated Credit Facility Agreement shall remain in full force and effect.
| 4. | Costs; Fees; Expenses |
Each of the Parties shall bear its own legal, accountant and other costs, fees, charges and
expenses connected with negotiation, preparation, execution and performance of this Deed.
| 5. | Amendments and Waivers |
No amendment of any provision of this Deed shall be valid unless the same shall be in writing
and signed by the Parties. No waiver by any Party of any default, misrepresentation or breach of
warranty or covenant hereunder, whether intentional or
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not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach
of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or
subsequent such occurrence.
| 6. | Severability |
Any term or provision of this Deed that is invalid or unenforceable in any situation in any
jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision in any other situation
or in any other jurisdiction.
| 7. | Entire Agreement |
This Deed and the Amended and Restated Credit Facility Agreement constitute the entire
agreement and understanding among the Parties with respect to the subject matter hereof, and
supersede all prior oral and written agreements or understandings of the Parties relating hereto,
all of which shall be deemed terminated, null and void and of no further effect from the date
hereof. This Deed shall be binding on all successors and permitted assignees of the Parties.
| 8. | Further Assurances |
Each Party shall perform and execute, or arrange for the performance and execution of, each
necessary act, document and thing reasonably within its power for the purposes of implementing the
provisions of this Deed.
| 9. | Counterparts |
This Deed may be executed in counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.
| 10. | Governing Law and Language |
This Deed shall be governed by, and construed in accordance with, English law.
| 11. | Arbitration |
Clause 27 of the Amended and Restated Credit Facility Agreement (Interpretation) shall apply
mutatis mutandis to this Deed.
| 12. | Confidentiality |
Clause 19 of the Amended and Restated Credit Facility Agreement (Disclosure of Information)
shall apply mutatis mutandis to this Deed.
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| 13. | Third Party Rights |
The Parties do not intend that any term of this Deed shall be enforceable solely by virtue of
the Contracts (Rights of Third Parties) Xxx 0000 by any Person who is not a party to this Deed.
IN WITNESS WHEREOF, the Parties hereto have executed this Deed as of the date first written
above.
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Executed as a Deed on behalf
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) | |||||
of
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| ) | ||||||
CMCR MANAGEMENT
|
) | N. Andriyanova | ||||
LIMITED,
|
) | Attorney | ||||
a company incorporated in
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) | |||||
the Bahamas by N.
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) | |||||
Andriyanova and — , being
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persons who, in accordance
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with the laws of that
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territory are acting under
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the authority of CMCR |
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Management Limited |
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Executed as a Deed on behalf
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) | |||||
of
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| ) | ||||||
RENOVA INDUSTRIES
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) | /s/ X. Xxxxxxxxx | ||||
LIMITED,
|
) | Director | ||||
a company incorporated in
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) | |||||
the Bahamas by M.
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) | |||||
Montinari and X. Xxxxxxx,
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) | |||||
being persons who, in
|
) | /s/ Xxxxxxx Xxxxxxx | ||||
accordance with the laws of
|
) | Director/Secretary | ||||
that territory are acting
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under the authority of |
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Renova Industries Limited |
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Executed as a Deed on behalf
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) | |||||
of
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| ) | ||||||
RENOVA MEDIA
|
) | /s/ O. Chaponnier | ||||
ENTERPRISES LTD.,
|
) | Director | ||||
| ) | ||||||
a company incorporated in
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) | |||||
the Bahamas by O.
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) | |||||
Chaponnier and X. Xxxxxxx,
|
) | /s/ Xxxxxxx Xxxxxxx | ||||
being persons who, in
|
) | Director/Secretary | ||||
accordance with the laws of
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) | |||||
that territory are acting
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under the authority of
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Renova Media Enterprises |
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Ltd. |
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