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”).
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”).
DATED 21 FEBRUARY, 2007Amendment Agreement • February 22nd, 2007 • Renova Media Enterprises Ltd. • Cable & other pay television services
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:
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”).
