DATED 13 January, 2005





            EXHIBIT 10.10


DATED 13 January, 2005


 


 


between


MOSCOW
CABLECOM CORP.


as
Company


and


ZAO
COMCOR-TV


as
Borrower


and


COLUMBUS NOVA DF LIMITED


as Original Lender


and 


COLUMBUS NOVA DF LIMITED


As Agent and Security Agent


and


the other parties referred to herein


_________________________________________________


AMENDMENT AGREEMENT 


TO $28,500,000 FACILITY AGREEMENT


Dated 26 August 2004


_________________________________________________




Skadden,
Arps, Slate, Meagher & Flom (UK) LLP


40 Bank Street


Canary Wharf


London


E14
5DS











THIS
AGREEMENT is dated 13 January, 2005


BETWEEN


(1)         MOSCOW
CABLECOM CORP (the "Company");


(2)        ZAO
COMCOR-TV (the "Borrower");


(3)        THE
SUBSIDIARIES of the Company listed in Part I of Schedule 1 of the Loan
Agreement (as defined below) as guarantors (together with the Company, the
"Guarantors"); 


(4)         COLUMBUS
NOVA DF LIMITED (the "Original Lender");


(5)         COLUMBUS
NOVA DF LIMITED as agent of the
other Finance Parties (the "Agent"); and


(6)         COLUMBUS NOVA DF LIMITED as security agent of the other Finance
Parties (the "Security Agent").


WHEREAS:


(A) 
This
Amendment Agreement amends the $28,500,000 Facility Agreement, dated 26 August
2004 between the parties hereto (the "Loan
Agreement").


(B) 
The
Original Lender, the Agent and the Security Agent, all being the same company,
has changed its legal name from AMATOLA
ENTERPRISES LIMITED to COLUMBUS NOVA
DF LIMITED, such change of name having been certified by the certificate of
change of name No. HE 149098/HE 46, dated September 24, 2004, issued by the
Registrar of Companies, Republic of Cyprus.


(C) 
The
Agent desires to provide the Borrower with the payment details referred to in
Clause 24.1(b) of the Loan Agreement.


(D) 
The
parties to this Agreement have agreed to amend the Loan Agreement on the terms
set out below.


IT IS AGREED as follows:


1.                 
INTERPRETATION


1.1             
Capitalized
terms used and not otherwise defined herein shall have the respective meanings
set forth in the Loan Agreement.


1.2             
Any
reference in this Agreement to:


a "person" includes its successors in
title, permitted assigns and permitted transferees; and 


a "Clause" shall, subject to any
contrary indication, be construed as a reference to a clause of this Agreement.


1.3             
Save
where the contrary is indicated, any reference in this Agreement to this Agreement or any other agreement or document shall be construed as
a reference to this Agreement or, as the case may be, such other agreement or
document as the same may have been, or may from time to time be, amended,
varied, novated or supplemented.


1.4             
Clause
and Schedule headings are for ease of reference only.


2.                 
AMENDMENTS
TO THE LOAN AGREEMENT 


2.1             
The
parties to this Agreement hereby agree that the provisions of the Loan
Agreement are hereby amended with effect on and from the date hereof in the
following manner:


(a)              
The
Original Lender's, the Agent's and the Security Agent's previous legal name AMATOLA
ENTERPRISES LIMITED shall be deleted in all instances it appears in the
Loan Agreement and the Original Lender's, the Agent's and the Security Agent's
new legal name COLUMBUS NOVA DF LIMITED shall be inserted in place
thereof.


(b)              
Section
24.1(b) of the Loan Agreement shall be deleted in its entirety and the
following new section shall be inserted in place thereof:


"Payment
shall be made to such account as the Agent specifies on not less than
five Business Days' notice to the paying Party save that, until notice
otherwise is given by the Agent, all payments to the Agent shall be made to the
account specified below:


                                     Bank of Cyprus


                                      International Business Unit

                                      Limassol, Cyprus

                                      Swift:  BCYPCY2N030

                                      A/c
No. 0385-40-06-099941

                                      For Columbus Nova DF Limited".


3.                 
CONTINUING
OBLIGATIONS


The
provisions of the Loan Agreement shall, save as amended hereby, continue in
full force and effect. 


4.                 
COUNTERPARTS  


            This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.


5.                 
THIRD
PARTY RIGHTS


            No person who is not a party to this Agreement has any right to enforce
any term hereof under the Contracts (Right of Third Parties) Act 1999.


6.                 
GOVERNING
LAW AND JURISDICTION


This Agreement shall be governed by and construed in accordance with the
laws of England.


This
Agreement has been entered into on the date stated at the beginning of this
Agreement.


As Company


MOSCOW CABLECOM CORP.


By: Andrew M. O'Shea


 


As Borrower


ZAO COMCOR-TV


By: Michael Silin


By: General Director & Chief Accountant


 


As Original Guarantors


MOSCOW CABLECOM CORP.


By: Andrew M. O'Shea


 


AGI TECHNOLOGY, INC.


By: Andrew M. O'Shea


 


NEY TECHNOLOGY, INC.


By: Andrew M. O'Shea


 


ANDERSEN
LAND CORP.


By: Andrew M. O'Shea


 


NEW JERSEY PRECIOUS METALS,
INC.


By: Andrew M. O'Shea


 


ABC MOSCOW BROADBAND
COMMUNICATIONS LIMITED


By: ____________________


By: ____________________




As
Agent


COLUMBUS
NOVA DF LIMITED


By:
Maria Elia


Panayiota Constantinou




As
Security Agent


COLUMBUS
NOVA DF LIMITED


By:
Maria Elia


Panayiota Constantinou


 


As Original Lender


COLUMBUS
NOVA DF LIMITED


By:
Maria Elia


Panayiota Constantinou