1
EXHIBIT 10.48
DATED 26TH NOVEMBER 1997
PLICOM LIMITED (1)
TECHNOCOM LIMITED (2)
PLD TELEKOM INC. (3)
XXXX XXXXXX (4)
---------------------------------
SHARE PURCHASE AGREEMENT
---------------------------------
2
THIS AGREEMENT is dated 26th November 1997
and made BETWEEN
(1) PLICOM LIMITED (a company incorporated under the Irish Companies Xxx
0000 to 1990 with registered number 214427) whose registered office
is at Xxxxx Xxxxx, 00-00 Xxxxxxxxxx Xxxxxx, Xxxxxx 0, Xxxxxxx ("the
Vendor");
(2) TECHNOCOM LIMITED (a company incorporated under the Irish Companies
Acts 1963 to 1990 with registered number 183622) whose registered
office is at 0 Xxxxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxx 0, Xxxxxxx,
and whose particulars are as set forth in Schedule I hereto
("Technocom");
(3) PLD TELEKOM INC. (previously named "Petersburg Long Distance Inc.")
(a company incorporated in the State of Delaware, U.S.A.) whose
registered office is at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx
00000, X.X.X. ("the Purchaser"); and
(4) XXXX XXXXXX of Xxxxxxxxxxxxxxxx 00, Xxxxxx, XXX-00, Xxxxxxx ("Xx.
Xxxxxx")
WHEREAS:
(A) The Vendor owns Fifty-Nine (59) Ordinary Shares of Technocom which
it holds subject to the Subscription and Shareholders Agreement
relating to Technocom dated 28th December 1994, as heretofore
amended or supplemented (the "Shareholder Agreement"); and
(B) The Purchaser desires to acquire, and the Vendor desires to sell
Thirty (30) of such Ordinary Shares, subject to all of the terms and
conditions of this Agreement.
NOW IT IS HEREBY AGREED as follows:
1.1 INTERPRETATION
In this Agreement (including the Introduction and Schedules), unless
the context otherwise requires, the following words and expressions
have the meanings shown:
Board the board of directors of Technocom
Business Day a day, other than a Saturday or Sunday, on
which banks in each of the cities of Dublin,
New York and London generally are open for
normal banking business
the Completion Date November 26, 1997
1
3
Elite Elite International Limited
a Member of the same Group means, as regards any company, a company
which is for the time being a holding company
of that company or a subsidiary of that
company or any such holding company
the Parties the parties to this Agreement
the Shares the thirty (30) Ordinary Shares of Technocom
being purchased by the Purchaser
from the Vendor hereunder
the Vendor's Solicitors Xxxxxxx Xxxxxxx of 0-00 Xxx Xxxxxx Xxxx,
Xxxxxx XX0X 0XX
Warranties the warranties, representations and
undertakings given in Clause 5
1.2 All references to statutory provisions or enactments shall include
references to any amendment, modification or re-enactment of any
such provision or enactment, and to any regulation or order made
under such provision or enactment (in any case before the date of
this Agreement).
1.3 The term "holding company" shall have the meaning attributed to it
in sections 736 and 736A of the United Kingdom Companies Act 1985
(as amended) and a company or other entity shall be a "subsidiary"
for the purposes of this Agreement if it falls within any of the
meanings attributed to a "subsidiary" in such sections or the
meaning attributed to the term "subsidiary undertaking" in section
258 of such Act, and a company shall be an "associate" if it falls
within the meaning attributed to an "associated undertaking" in
paragraph 20 of Schedule 4A to such Act and the terms
"subsidiaries", "associates" and "holding companies" are to be
construed accordingly.
1.4 References in this Agreement and the Schedules to the Parties, the
Introduction, Schedules and Clauses are references respectively to
the Parties, the Introduction and Schedules to and Clauses of this
Agreement.
1.5 Save where the context specifically requires otherwise, words
importing one gender shall be treated as importing any gender, words
importing individuals shall be treated as importing corporations and
vice versa, words importing the singular shall be treated as
importing the plural and vice versa, and words importing the whole
shall be treated as including a reference to any part thereof.
1.6 Clause and paragraph headings are inserted for ease of reference
only and shall not
2
4
affect construction.
1.7 For the avoidance of doubt, any references in this Agreement to a
statutory and other regulatory provision in force in the United
Kingdom or the Republic of Ireland (as the case may be) shall,
unless the context otherwise requires, also include a reference to
the equivalent or analogous provision under Irish, English or other
law applicable to the relevant company.
1.8 Reference to a document "in the agreed form" shall be to a document
in a form agreed between the Parties and initialled for purposes of
identification only by the Vendor's Solicitors (on behalf of the
Vendor and Xx Xxxxxx) and E. Xxxxx Xxxxxxxx (on behalf of the
Purchaser and Technocom).
2. SALE AND PURCHASE OF THE SHARES
The Vendor shall sell the Shares with effect from Completion and the
Purchaser (relying on the representations, warranties and
undertakings contained herein on the part of the Vendor and the
fulfillment of all conditions to such purchase contained herein)
shall purchase the Shares with any dividends, distributions and
rights declared, created or arising on or after the Completion Date,
and free from all claims, charges, liens, encumbrances, options,
rights of pre-emption or equities.
3. CONSIDERATION
In consideration of the sale of the Shares in accordance with the
terms of this Agreement, the Purchaser shall pay to the Vendor at
Completion the sum of US$18,500,000 (eighteen million five hundred
thousand US dollars) in cash by telegraphic transfer to an account
or accounts nominated by the Vendor.
4. COMPLETION
4.1 Completion shall take place at the offices of the Vendor's
Solicitors (or any other location agreed upon by the Vendor and the
Purchaser) on the Completion Date.
4.2 At Completion:
(a) the Vendor shall deliver (where appropriate as agent for
Technocom) to the Purchaser:
(i) a transfer in respect of the Shares duly executed
by the Vendor in favour of the Purchaser or as it
may direct;
(ii) a certificate for the Shares and any other
documents which may be required to give good title
to the Shares and to enable the Purchaser to
procure registration of the same in its name or as
it may direct;
3
5
(iii) the resignation in the agreed form of Xx Xxxxxx as
Managing Director (but not as a director) of
Technocom, together with documentation in the
agreed form (A) directing the banks in which
Technocom has accounts that his authority to
execute cheques, notes, payment orders and other
similar payment directions to such banks is
terminated, and (B) acknowledging that any and
all other authority that he may have or have had to
execute documents on behalf of, or to bind or
commit Technocom, is similarly terminated; and
(iv) the approval in the agreed form of Xx Xxxxxx of the
accounts of Rosh Telecom Limited for 1996 and the
termination of the US$ 6,000 monthly retainer
currently being paid to Xxxxxxxxx Xxxxxx (or to
Rosh Petersburg on his behalf);
(b) the Purchaser shall deliver the sum of US$ 18,500,000 by
telegraphic transfer to the account(s) nominated by the
Vendor;
(c) the Purchaser shall deliver to the Vendor a promissory note
in the form attached hereto as Schedule II;
(d) the Parties shall procure the passing of resolutions of
the Board resolving:
(i) to register the share transfer referred to in
subclause (a) (i) above, subject only to due
stamping;
(ii) to approve a three year business plan for Technocom
and its subsidiaries, including capital and
operating budgets; and
(ii) to approve the Technocom accounts for 1994, 1995
and 1996;
(e) the Parties shall (and shall procure, so far as they are so
able, that the other parties thereto) execute an amendment
to the Shareholder Agreement in the agreed form which shall
provide that:
(i) the parties appointed by PLD pursuant to clause
12.14 thereof shall be E. Xxxxx Xxxxxxxx and Xxxxxx
X. Xxxxx, c/o PLD Telekom Inc., 000 Xxxxx Xxxxxx,
Xxx Xxxx, XX 00000, X.X.X. in place of X. X.
Xxxxxx and X.X.X. Xxxxxxxx of SJBerwin & Co.;
(ii) copies of the items referred to in clause 12.15
shall thereafter be sent to the persons named in
subclause (e) (i) above, and shall no longer be
sent to Xx Xxxxx Xxxxx or PLD's Solicitors;
(iii) Clause 5 and Schedule II thereto shall be deleted
therefrom in their entirety;
(iv) the following words shall be added to the
definition of the term "the Option Agreements" :
4
6
", each as may be amended from time to time by
the relevant parties thereto";
(v) each of the Purchaser, on the one hand, and the
Vendor and Xx Xxxxxx, on the other, shall waive any
claims it may have against the other in respect of
a breach thereunder occurring before the Completion
Date; and
(vi) the proviso at the end of clause 12.13 shall be
deleted therefrom;
(f) the Vendor and the Purchaser shall execute an amendment in
the agreed form to the Put and Call Option Agreement dated
28th December 1994 ("the Put and Call Option Agreement")
which shall provide for:
(i) the amendment of the definition of the term "Option
Period", so that such term thereafter shall be
defined as:
"the period commencing on June 30, 1999 and
terminating on the earlier of June 30, 2119 or the
date that the Put Option or the Call Option, as the
case may be, is exercised";
(ii) the amendment of the definition of the term "the
Grantee's Solicitors", so that such term thereafter
shall be defined as:
"Xxxxxx, Xxxxx & Bockius of 0 Xxxxxxx
Xxxxxxx, Xxxxxx XX0X 0XX";
(iii) the amendment of the definition of the term "the
Grantor's Solicitors", so that such term thereafter
shall be defined as:
"Xxxxxxx Xxxxxxx of 0-00 Xxx Xxxxxx Xxxx,
Xxxxxx XX0X 0XX";
(iv) the amendment of each of Clauses 2.2 and 3.2 as
follows:
(A) the deletion of the phrase "after
determination of the Option Price";
(B) the addition of the words "at least"
before "seven days' notice"; and
(C) the addition of the words "such notice
to take effect on 30 June 1999 or such
other date as is specified in such
notice" after the words "served on the
Grantee" or "served on the Grantor",
as applicable;
(v) the amendment of Clauses 4.1 and 5 so as to provide
that in either
5
7
case Completion shall take place at the offices of
the Grantee's Solicitors (or at such other place as
the parties shall mutually agree), and the further
amendment of Clause 4.1 so as to provide that the
words in the first paragraph "or, if later, seven
days following notification to the parties of the
Value (as hereinafter defined)" and the words in
Clause 4.1(a) "or shall deliver the Note (as
hereinafter defined) to the Grantor "are all
deleted;
(vi) the deletion in its entirety of Article 9 and the
amendment of the definition of the term "Option
Price" so as to read thereafter as "the sum of US$
17,500,000";
(vii) the deletion in its entirety of clause 10 thereof;
(viii) the amendment of clause 11.5 thereof to provide
that the copies of notices served on the Grantee
shall henceforth be sent to E. Xxxxx Xxxxxxxx, c/o
PLD Telekom Inc., 000 Xxxxx Xxxxxx, Xxx Xxxx, XX
00000, U.S.A., in lieu of the parties named
therein, and of clause 11.8 thereof to provide that
the party appointed by the Grantee shall henceforth
be the party named in this subparagraph in lieu of
the parties named therein; and
(ix) the deletion of the proviso at the end of clause
11.7 thereof;
(g) Technocom, the Vendor and Xx Xxxxxx shall execute an
amendment in the agreed form to the Consultancy Agreement
between them dated 28th December 1994 ("the Consulting
Agreement") which shall provide for (1) the figure in
paragraph 2.1 thereof to be changed from "$100,000" to
"$200,000" effective as of the Completion Date, (2)
the Consulting Agreement to terminate once the Purchaser
shall have acquired all of the shares in the capital of
Technocom held by the Vendor, and (3) Xx Xxxxxx to
undertake, in addition to his existing duties, to:
(i) analyze and make recommendations to the Board
regarding all proposed installations of antennae or
other facilities for the Technocom's and
Teleport-TP's "Satelink" network;
(ii) use his reasonable endeavors (without incurring any
personal liability to make payment) to procure that
Technocom subsidiaries (which term as used herein
shall include Teleport-TP, MTR-Sviaz and JV
Technopark), become and remain current in respect of
their monetary obligations (of whatever kind) to
Technocom;
(iii) if and when requested by the Board, use his
reasonable endeavors (without incurring any personal
liability to make payment) to procure the transfer
to such location(s), account(s) and/or personnel as
the
6
8
Board shall designate of such management, treasury,
accounting, banking or other functions then being
conducted by or on behalf of Technocom in Vienna,
Austria, and/or of such funds or other property of
Technocom or any of its subsidiaries, wherever
located, which are under his control;
(iv) consent to the appointment of Mr Xxxxx Xxxxxxx as an
additional signatory for all bank accounts of
Technocom, with authority to sign cheques and
authorize other payments;
(v) assist the Purchaser in having those personnel
appointed by the Purchaser to act as Technocom's
Finance Director, Director of Sales and Marketing,
and Chief Operating Officer also appointed to act in
the same capacities for the Technocom subsidiaries,
with the proper authority to perform those
functions, subject in all cases to the direction of
the boards of directors of such Technocom
subsidiaries, and in recovering the cost to the
Purchaser of having such persons act in such
capacities for such Technocom subsidiaries;
(vi) take whatever steps are necessary as a director of
Technocom, and procure that the Vendor takes
whatever steps are necessary as a shareholder of
Technocom, to ratify and confirm as obligations of
Technocom all advances heretofore made by the
Purchaser to Technocom, and authorize the borrowing
by Technocom of an additional US$ 9,000,000
simultaneously with or immediately following
Completion, and a further US$ 8,000,000 as promptly
as practicable following the Completion, to be used
in whole or in part by Technocom to repay advances
already made by the Purchaser to Technocom, and/or
to reimburse the Purchaser for payments already made
by the Purchaser on Technocom's behalf;
(vii) carry out the other duties and responsibilities set
forth in Schedule III hereto;
provided that, in respect of all of the foregoing, Xx
Xxxxxx shall not be obliged to take any action which is
contrary to ANY applicable law or any decision of the
board of directors, or any provision of the charter
documents, of the relevant company, and shall not be
involved with or responsible for the day to day operation
and/or management of Technocom or any Technocom
subsidiaries; and provided further that Xx Xxxxxx shall
not be liable for any deficiency in performance in respect
of the foregoing additional duties except in the case of
wilful default or gross negligence.
4.3 If for any reason the provisions of Clause 4.2 are not fully
complied with by reason of default on the part of the Vendor or Xx
Xxxxxx, the Purchaser shall be entitled to elect, by giving written
notice to the Vendor and/or Xx Xxxxxx:
7
9
(a) to terminate this Agreement (other than Clause 7.2) in which
case the Purchaser shall not be obliged to purchase the
Shares, pay any of the Consideration or perform any of its
other obligations under Clause 4.2 (and the Vendor and Xx
Xxxxxx shall be released from all further obligations
hereunder other than Clause 7.2); or
(b) to fix a new date for Completion within 28 days of the date
originally set for Completion; or
(c) to proceed to Completion so far as practicable, the Vendor
then being obliged to use its reasonable endeavours to
perform or procure the performance of any of the outstanding
provisions of Clause 4.2.
4.4 If for any reason the provisions of Clause 4.2 are not fully
complied with by reason of default on the part of the Purchaser or
Technocom, the Vendor shall be entitled to elect, by giving written
notice to the Purchaser:
(a) to terminate this Agreement (other than Clauses 7.2 and 7.3)
in which case the Vendor shall not be obliged to sell the
Shares and the Vendor and Xx Xxxxxx shall not be obligated
to perform any of their other obligations under Clause 4.2
(and the Purchaser and Technocom shall be released from all
further obligations hereunder other than Clauses 7.2 and
7.3); or
(b) to fix a new date for Completion within 28 days of the date
originally set for Completion; or
(c) to proceed to Completion as far as practicable, the
Purchaser then being obliged to use its reasonable
endeavours to perform or procure the performance of any of
the outstanding provisions of Clause 4.2.
4.5 The Purchaser shall, following Completion, promptly deliver to the
Revenue Commissioners of Ireland the share transfer referred to in
Clause 4.2(a)(i) for assessment of stamp duty, and shall promptly
pay the duty thus assessed. Prior to the registration of such duly
stamped stock transfer form in the register of shareholders of
Technocom, the Vendor shall, in respect of the Shares, cooperate in
any manner required by the Purchaser for the convening, holding at
short notice and conduct of general meetings of Technocom, execute
on a timely basis all proxy forms, appointments of representatives,
documents of consent to short notice and such like that the
Purchaser may reasonably require and shall generally act in all
respects as the nominee and at the directions of the Purchaser in
respect of the Shares and all rights and interest attached thereto.
4.6 Upon the Completion Date the Vendor and Xx Xxxxxx shall be deemed,
without any further action on the part of either being required, to
have waived the provisions of
8
10
clause 7 of the Shareholder Agreement giving them the right to
receive notice of the proposed sale of, to be offered and/or to
purchase Ordinary Shares owned by Elite so as to permit the sale by
Elite to the Purchaser at such time or times as may be mutually
determined by such parties of the 39 Ordinary Shares of Technocom
owned by Elite, free from any rights which either of them may have
in respect thereof under such clause 7.
5. WARRANTIES
5.1 The Vendor hereby covenants with the Purchaser that each and all of
subclauses (a) and (b) to this Clause is and are true and correct
and not misleading at the date of this Agreement and will at all
times up to and including Completion remain so:
(a) the Shares constitute thirty out of a total of fifty-nine
Ordinary Shares of Technocom currently held by the Vendor
and are fully paid or credited as fully paid and the Vendor
is the legal and beneficial owner of and is entitled
(subject as stated in the Shareholder Agreement, the Put and
Call Option Agreement and the Articles of Association of
Technocom) to sell the Shares without the consent of any
third party; and
(b) other than as provided in or pursuant to this Agreement
there is no mortgage, charge, pledge, lien or other
encumbrance or interest on, over or affecting the Shares, no
agreement to create such mortgage, charge, pledge, lien or
other encumbrance or interest has been made and no claim has
been made that any person is entitled to any such mortgage,
charge, pledge, lien or other encumbrance or interest.
5.2 Claims against the Vendor or the Purchaser under or in connection
with this Agreement shall be wholly barred and unenforceable unless
written details thereof shall have been given to the party against
which a claim is to be made by no later than a date three (3) months
from the date hereof.
5.3 The aggregate amount of liabilities of the Vendor under or in
connection with this Agreement shall not exceed the total amount of
the Consideration that the Vendor has received under this Agreement.
6. POSITION PENDING COMPLETION AND POST-COMPLETION OPERATION
6.1 The Vendor hereby covenants with and undertakes to the Purchaser
that it shall not at any time prior to Completion dispose or attempt
to dispose of any interest in the Shares or grant any option over,
or mortgage, charge or otherwise encumber or dispose of the Shares.
6.2 The Vendor hereby covenants with and undertakes to the Purchaser
that it will as soon as reasonably practicably notify to the
Purchaser in writing any matter or thing which may arise or become
known to it after the date hereof and prior to
9
11
Completion which constitutes (or would with the passage of time
constitute) a breach of the Warranties or a breach of any of the
covenants or undertakings or obligations of the Vendor under this
Agreement.
6.3 If any material breach of the Warranties shall come to the notice of
either of the Vendor or the Purchaser before Completion, or if any
act or event shall occur which, had it occurred on or before the
date hereof, would have constituted a material breach of the
Warranties, then the Purchaser shall be at liberty without any
liability whatsoever to the other to elect not to complete the sale
and purchase of the Shares (and in such case all parties shall be
released from their obligations under this Agreement, other than
under Clause 7.2).
6.4 The Vendor hereby declares for the purpose of the Financial
Xxxxxxxxx Xxx 0000 of the Republic of Ireland that it is not
resident in any jurisdiction to which financial transfers (within
the meaning of the said Act) are restricted by order of the Minister
for Finance in accordance with the provisions of that Act and does
not hold the Shares and will not receive any part of the
Consideration hereunder as nominee for any person so resident, and
the Purchaser declares for the purpose of the said Act that it is
not so resident, it is not acquiring the Shares as nominee for any
persons so resident and it is not to its knowledge controlled
directly or indirectly by persons so resident.
7. GENERAL PROVISIONS
7.1 The waiver by any party of any right arising under, or any breach,
default or omission by any other party of any of the terms of this
Agreement or any of the documents in the agreed form shall not take
effect unless in writing and shall not constitute a continuing
waiver of the right waived or apply to, or operate as a waiver of,
any other breach, default or omission and any forbearance in
enforcing any right shall not constitute a waiver.
7.2 No party shall divulge to any third party (other than their
respective professional advisers or insurers) the fact that this
Agreement or any of the documents in the agreed form has been
entered into or any information regarding its terms or any matters
contemplated by this transaction or any information relating to any
other party or make any announcement relating to it without the
prior agreement (not to be unreasonably withheld or delayed) of the
other parties unless such announcement is required by a taxing
authority and/or a court of competent jurisdiction or by a
recognised stock exchange or by any other similar regulatory
authority in which event the other parties shall, so far as
possible, be given prior written notice of such intended
announcement. Any announcement shall in any event be made or issued
only in a form approved by the Purchaser and with the consent of the
Vendor (not to be unreasonably withheld or delayed). Nothing herein
shall be deemed to prohibit any disclosure of the terms of this
Agreement which is required in connection with the Purchaser's
arranging financing for the transactions contemplated by this
Agreement from The Travelers Insurance Company and The Travelers
Indemnity
10
12
Company.
7.3 The Purchaser shall pay its own legal, accountancy and other costs,
charges and expenses incurred in connection with this Agreement, and
shall pay (or reimburse the Vendor for) the Vendor's reasonable
legal, accountancy and other costs, charges and expenses incurred in
connection with this Agreement, including all prior negotiations
relating to the sale of the Shares.
7.4 This Agreement, together with any document expressly referred to in
any of its terms, contains the entire agreement between the parties
relating to the subject-matter covered. No oral explanation or oral
information given by any party shall alter the interpretation of
this Agreement.
7.5 The Vendor hereby undertakes with the Purchaser at the request of
the Purchaser and at the expense of the Purchaser to do or procure
to be done all such further acts and things and execute or procure
to be executed all such further deeds and documents as may be
necessary or desirable fully and effectively to vest in the
Purchaser the legal and beneficial ownership of the Shares and the
benefits of this Agreement and, pending such vesting, the Vendor
shall hold such Shares and benefits in trust for the Purchaser and
shall receive all monies in connection therewith as trustee of the
Purchaser and shall account to the Purchaser forthwith on receipt.
7.6 Any notice:
(a) must be in writing and must be given to a company which is a
party at its registered office or to such other address as
may have been notified to the other party; and
(b) will be effectively served:
(i) on the day of receipt, where any hand-delivered
letter or telefax message is received on a Business
Day before or during normal working hours; or
(ii) on the following Business Day, where any
hand-delivered letter or telefax message is
received either on a Business Day after normal
working hours or on any other day; or
(iii) on the fifth Business Day following the day of
posting of any properly addressed letter sent by
air mail postage prepaid.
7.7 This Agreement and all documents supplemental thereto are governed
by and are to be construed in accordance with English law excluding
the English rules as to conflicts of law.
11
13
7.8 Each of the parties irrevocably submits to the non-exclusive
jurisdiction of the appropriate court of law in England in relation
to any matters, claims and disputes arising out of or in connection
with this Agreement, any of the documents in the agreed form or any
documents supplemental thereto and (subject as set out below) waives
any objection to legal proceedings being made in such courts whether
on the ground of venue or on the ground that such proceedings have
been brought in an inconvenient forum. These submissions shall not
limit the rights of the parties to bring any action in any other
court having or claiming jurisdiction (whether concurrently or not).
7.9 The Purchaser and Technocom hereby appoint Xxxxxx, Xxxxx & Xxxxxxx
of 0 Xxxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxxx XX0X 0XX, all communications
to be marked for the attention of Mr. T. J. Benz, and the Vendor and
Xx Xxxxxx hereby appoint Messrs. Xxxxxxx Xxxxxxx of 0-00 Xxx Xxxxxx
Xxxx, Xxxxxx XX0X 0XX, all communications to be marked for the
attention of Mr. M. Moncreiffe and Xx. X. Xxxxxx, in each case for
service of process in connection with legal proceedings in England
and arising out of or in connection with this Agreement. Copies of
all notices pursuant to Clause 7.6 shall also be sent to the
Purchaser at 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, U.S.A.,
attention: E. Xxxxx Xxxxxxxx.
7.10 In the event that any legal action in respect of this Agreement is
started, the process by which it is started may be served on the
defendant or, if specified in this Agreement, any other person on
its behalf at the place at which and in the manner in which notices
may be given to that party.
7.11 Any provisions of this Agreement shall, so far as they are capable
of being performed or observed, continue in full force and effect
notwithstanding Completion except in respect of those matters
already performed.
7.12 This Agreement may be executed in several counterparts (whether
original or facsimile counterparts) and upon the execution of all
such counterparts by one or more parties, each counterpart shall be
deemed to be an original hereof.
12
14
SCHEDULE I
PARTICULARS OF THE COMPANY
Name: Technocom Limited Number: 183622
Registered Office: 0 Xxxxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxx 0, Xxxxxxx
Authorised share capital: IR Pound Sterling 1,000,000 and US$1,000 divided into 1,000,000 shares of
IR Pound Sterling 1 each and 1,000 preferred shares of US$1 each
Issued share capital: 199 Ordinary Shares and 1,000 preferred shares have been issued and are fully paid as follows:
Ordinary Shares Preferred Shares
--------------- ----------------
Plicom Limited 59
PLD Telekom Inc. 101 1,000
Elite International
Limited 39
Directors: Xxxx Xxxxxx
Xxxxx Xxxxxxxx
Xxxxx X. X. Xxxx
Xxx Xxxxxx
Xxxx X. Xxxxxx
Secretary: Tatiana Saltanova
13
15
Schedule II
FORM OF PROMISSORY NOTE
US$ 17,500,000 November 26, 1997
FOR VALUE RECEIVED, the undersigned, PLD Telekom Inc., a Delaware corporation
(the "Payor"), promises to pay to Plicom Limited, a company incorporated
under the Irish Companies Xxx 0000 to 1990 with registered number 214427
(the "Payee"), the sum of US$ 17,500,000 (seventeen million, five hundred
thousand US dollars) (the "Sum").
The Sum shall be paid on June 30, 1999, subject to the Payee's fulfillment of
all conditions required by Clause 4.1(b) of the Put and Call Option Agreement
dated December 28, 1994 between the Payor and the Payee, as heretofore
amended pursuant to the terms of an Amendment to Put and Call Option
Agreement dated as of the date hereof between the Payor and the Payee
(collectively, the "Amended Option Agreement"), to be fulfilled by the Payee
with respect to the sale of the Option Shares (as defined in the Amended
Option Agreement).
The Sum shall not bear interest.
Upon payment of the Sum this promissory note shall cease to have any further
force or effect and, upon the request of the Payor, shall be marked
"cancelled" by the Payee and returned to the Payor.
This promissory note and the rights hereunder may be assigned by the Payee in
accordance with Clause 11.2 of the Amended Option Agreement, but otherwise
only with the prior written agreement of the Payor (such agreement not to be
unreasonably withheld or delayed)..
In case of any event of default, the Payor shall pay all costs of collection,
including all reasonable legal fees.
This promissory note is governed by and is to be construed in accordance with
English law, including its rules as to the conflicts of laws.
ATTESTATIONS
Executed as a deed by )
PLD TELEKOM INC. )
acting by: )
14
16
SCHEDULE III
LIST OF ADDITIONAL DUTIES
1. Where necessary, assist with obtaining full and unequivocal
certification from regional and/or local branches of Gosvaznadzor
for the use of earth stations within the Satelink system.
2. Where required and when called upon by the Purchaser, assist with
negotiations to obtain supplier credit on terms favourable to
Technocom and other Members of the same Group (the "Technocom
Group").
3. Where required and where possible, provide introductions to key
people and logistical and other support for directors and staff of
the Technocom Group and associated companies in regions outside of
Moscow and St. Petersburg.
4. Support the sales activities of Rosh Telecom Limited, as a member of
the Technocom Group, with specific reference to their role as sales
agent for ECI Telecom Limited ("ECI"), so that ECI increases market
share within the CIS for the benefit of the Technocom Group; and
also help facilitate the establishment of direct communications and
commercial relationships between the Purchaser and Rosh Telecom
Limited, on the one hand, and ECI, on the other.
5. Provide additional management support, if requested, to the new
Technocom sales and marketing group, such that they are able to
function as the sales and marketing divisions of all the companies
in the Technocom Group. For this purpose the Technocom Group
includes, but is not limited to,Technocom, Teleport-TP, MTR-Sviaz,
Satelink and its associated joint ventures and partners, Portal,
Cardlink and SCS.
6. Without assuming any payment obligation, facilitate or assist both
in the control of credit to and collection of debt from partners and
associated operators using the Satelink service.
7. Promote the continued support of Rostelecom for both the Teleport-TP
and the Satelink operations and, in this context, encourage
Rostelecom to issue letters and other communications as appropriate,
to ensure that the key executives in distant electrosviazes
understand that Satelink is the first choice carrier for both
digital services and improved quality direct dialed calls, where
Rostelecom has invited Teleport-TP to provide such services.
8. Assist in increasing the acceptable level of incoming traffic via
the Purchaser and other Members of the Group (the "PLD Group"),
which by-passes local carriers, noting that PLD does not wish to
provide routes for any of the principal national carriers, but
15
17
would like to be able to accept overflow, provide access for second
level carriers, and terminate and transit the PLD Group's own
traffic.
9. Propose the use of PLD Group facilities to companies and
organisations based in oblasts outside of Moscow and St. Petersburg
where Xx. Xxxxxx or his associates are active.
10. Provide support or assistance, as required and as possible, to
Technocom's efforts to ensure that the provision of Satelink service
to particular regions and cities results in the system being the
first choice routing for long distance calls.
11. Introduce Technocom and Teleport-TP to new telecom business
opportunities, as Xx. Xxxxxx'x first choice, where he is approached
as the first contact.
12. Provide support and assistance in respect of the security of the
businesses, if and when required.
13. Advise when required on the implications of changes in the law, with
particular reference to those laws involving taxes and specifically
to advise on the best means of tax avoidance for the Technocom Group
companies, given the laws prevailing at the time.
14. Permit representatives of Technocom and the Purchaser (including
their outside auditors) to have access during normal business hours
and upon reasonable notice to the books and records of any of the
following companies, to the extent maintained or kept at any
premises to which Xx Xxxxxx has access: SCS, Rosh Telecom, Roscomm,
Portal and Teleport-TP, with particular reference to dealings
between such companies and other companies owned or controlled by Xx
Xxxxxx, and, in the case of Rosh Telecom, ECI Telecom.
16
18
ATTESTATIONS
Signed by Xxxx Moncreiffe ) s/s XXXX MONCREIFFE
for and on behalf of (Alternate )
PLICOM LIMITED Director) ) s/s XXXXXXXX XXXXX
in the presence of: )
Signed by Xxxxx Xxxx ) s/s XXXXX X.X. XXXX
for and on behalf of )
TECHNOCOM LIMITED )
in the presence of: )
s/s XXXXXXXX X. XXXX
Signed by Xxxxx Xxxx ) s/s XXXXX X.X. XXXX
for and on behalf of )
PLD TELEKOM INC. )
in the presence of: )
s/s XXXXXXXX X. XXXX
Signed by Xxx Xxxxxx ) s/s XXX XXXXXX
XXXX XXXXXX (As Attorney for) )
in the presence of: ) s/s XXXXXXXX XXXXX
17
