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Exhibit 10.1
DATED 27 JANUARY 1996
AGREEMENT
relating to
the provision of administrative services to, and
management of,
BALTIC COMMUNICATIONS LIMITED (1)
PETERSBURG LONG DISTANCE, INC. (2)
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PARTIES 1
INTRODUCTION 1
OPERATIVE PROVISIONS 1
1 Obligations of PLD 1
2 Provision of Services 1
3 Transfer of Management 1
4 BCL 2
5 Liquidation of BCL 2
6 Amendments 3
7 Assignment 3
8 Confidentiality 3
9 Costs 3
10 Counterparts 3
11 Disputes 3
12 Entire Agreement 3
13 Further Assurance 3
14 Notices 4
15 Supervening Illegality 4
16 Waiver 4
17 Service of Process 4
18 Term 5
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DATE
27 January 1996
PARTIES
(1) BALTIC COMMUNICATIONS LIMITED of Xx. Xxxxxxxxxxxxx, 00, Xx Xxxxxxxxxx,
Xxxxxxx Federation (registered no. AO - 379) ("BCL")
(2) PETERSBURG LONG DISTANCE, INC. of 000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxx,
Xxxxxx X0X 0X0 (registered no. 385568) ("PLD").
INTRODUCTION
(A) PLD has entered into a share purchase and sale agreement of 11
November 1995 with AOZT "Lensvyaz", AOOT "Rostelecom" and AOOT "St
Petersburg Telegraph" (together the "RUSSIAN SHAREHOLDERS") in
relation to the acquisition by PLD of the Russian Shareholders' 23%
interest in BCL.
(B) Pursuant to the authorisation of the shareholders of BCL contained in
the protocol of the shareholders' meeting and in accordance with
Article 103.3 (para 3.) of the Civil Code of the Russian Federation,
BCL has agreed that PLD or its designated nominee, as approved by
BCL's majority shareholder, Cable and Wireless public limited company
("C&W"), shall manage the business of BCL.
(C) Until such management has been approved by the State Committee of the
Russian Federation for Anti-monopoly policy and the Support of New
Economic Structures ("the Anti-monopoly Committee"), PLD shall provide
administrative services only under the supervision of the management
of BCL.
OPERATIVE PROVISIONS
1 OBLIGATIONS OF PLD
1.1 In consideration of the Russian Shareholders entering into and
performing the contract for the sale and purchase of the shares in BCL
as referred to in paragraph (A) of the Introduction, and for such
other consideration as a majority of the directors of BCL and PLD may
agree, PLD hereby agrees, for as long as this Agreement remains in
force, to perform its obligations under this Agreement in a reasonable
and proper manner.
1.2 BCL agrees that the services to be provided by PLD) under this
Agreement may be performed by another person or persons nominated by
PLD, provided that such person(s) are approved by C&W.
2 PROVISION OF SERVICES
PLD agrees that from the date of this Agreement it will provide BCL
and its management with such administrative services as may reasonably
be requested.
3 TRANSFER OF MANAGEMENT
3.1 Subject to the Anti-monopoly Committee granting approval or other
confirmation that the Anti-monopoly Committee has no objection to such
transfer of management, and subject as otherwise provided in this
Agreement, PLD) shall have full power and
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authority to carry out any acts which are capable of being carried out
by the management (including the General Director) of BCL in
accordance with applicable legislation and the foundation documents of
BCL, with effect from the time such approval or confirmation has been
obtained.
3.2 Promptly, upon request by C&W and/or the directors of BCL, PLD or its
designated nominee shall supply C&W and/or the directors of BCL with
such information in relation to the management of BCL as may be
required by C&W as a shareholder and/or the directors in the
performance of their duties as a director of BCL.
3.3 Subject to applicable legislation and BCL's foundation documents
(including C&W's rights thereunder) it is hereby expressly acknowledged
that, with effect from the date of signature of this Agreement, Xxxxxx
Xxxxxx shall continue as General Director of BCL and, from the date
the approval or confirmation described in clause 3.1 is obtained, he
shall be required to comply with the instructions of PLD, the latter
acting within the framework of this Agreement, in the exercise of his
rights and the performance of his duties as General Director, in the
day-to day management of the Company, but without prejudice as to his
voting rights at board level.
4 BCL
4.1 PLD hereby expressly acknowledges that, in the exercise of its rights
and the performance of its obligations under this Agreement, it shall
be responsible to the Shareholders' Meeting and the Board of Directors
of BCL in accordance with applicable legislation and the foundation
documents of BCL.
4.2 BCL shall provide full assistance to PLD and full access to all books
and records (including books of account) to PLD or its designated
nominee during the period of this Agreement.
5 LIQUIDATION OF BCL
5.1 Irrespective of the completion of the agreement referred to in
paragraph (A) of the Introduction, following the adoption of any
resolution of the shareholders of BCL to liquidate BCL or if BCL is
otherwise subject to liquidation procedures in accordance with
applicable legislation, PLD shall provide all assistance and take all
steps which may be necessary or desirable to facilitate the orderly
winding up of BCL's affairs having due regard for the commercial
reputation of BCL's shareholders, including but not limited to
facilitating the appointment of a liquidation commission in accordance
with applicable legislation and the foundation documents of BCL.
5.2 PLD shall provide the liquidation commission with such information as
it shall reasonably request with respect to BCL.
6 AMENDMENTS
No amendment, change or addition to this Agreement shall be binding on
any Party unless it is in writing and has been signed by each of the
Parties or their authorised representatives.
7 ASSIGNMENT
This Agreement is personal to the Parties and may not be assigned by
any Party without the prior written consent of the other Party hereto.
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8 CONFIDENTIALITY
Save to the extent necessary in order for PLD or its nominee to
perform its obligations under this Agreement, each of the Parties
undertakes that it will not (save as required by law or by any
securities exchange or any supervisory or regulatory body to whose
rules any Party is subject) make any announcement concerning this
Agreement unless the other Party has given its prior approval (which
approval may not be unreasonably withheld or delayed and may be given
either generally or in a specific case or cases and may be subject to
conditions).
9 COSTS
Each Party shall pay its own legal, accountancy and other costs,
charges and expenses incurred in connection with this Agreement.
10 COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of
which taken together shall be deemed to constitute one and the same
agreement and each of which individually shall be deemed to be an
original, with the same effect as if the signature on each counterpart
were on the same original.
11 DISPUTES
This Agreement shall be governed by and construed in accordance with
English law, including the English rules as to conflicts of law, and
each Party agrees to submit to the non-exclusive jurisdiction of the
English Courts as regards any claims or matters arising under this
Agreement.
12 ENTIRE AGREEMENT
This Agreement and the documents referred to herein constitute the
whole agreement and understanding between the Parties relating to the
subject matter thereof and supersede any previous agreement,
arrangement or understanding between the Parties in relation thereto.
No oral explanation or oral information given by any Party shall alter
the interpretation of this Agreement.
13 FURTHER ASSURANCE
The Parties shall, and shall use all reasonable endeavours to procure
that any necessary third parties shall, do, execute and perform all
such further deeds, documents, assurances, acts and things as any of
the Parties may reasonably require by notice in writing to the others
to carry the provisions of this Agreement into full force and effect.
14 NOTICES
Any notices:
(a) must be in writing and may be given:
(i) to each Party at its registered office for the time
being; or
(ii) to such other address as the addressee may from
time to time have notified for the purpose of this
clause; and
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(b) will be effectively served:
(i) on the day of receipt where any hand-delivered
letter or telefax is received on a week-day on
which the banks are open for business in the City
of London ("Business Day") before or during normal
working hours;
(ii) on the following Business Day, where any
hand-delivered letter or telefax is received either
on a Business Day after normal working hours or on
any other day;
(iii) on the second Business Day following the day of
posting from within the United Kingdom of any letter
sent by post office inland first class recorded
delivery mail postage prepaid; or
(iv) on the fifth Business Day following the day of
posting to an overseas address of any prepaid
registered letter.
15 SUPERVENING ILLEGALITY
Any provision of this Agreement which is held invalid or unenforceable
in any jurisdiction shall be ineffective to the extent of such
invalidity or unenforceability without invalidating or rendering
unenforceable the remaining provisions hereof, and any such invalidity
or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provisions in any other jurisdiction.
16 WAIVER
No failure to exercise and no delay in exercising on the part of any
of the Parties hereto any right, power or privilege hereunder shall
operate as a waiver thereof nor shall any single or partial exercise
of any right, power or privilege preclude any other or further
exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies provided in this Agreement are
cumulative and not exclusive of any rights or remedies otherwise
provided by law.
17 SERVICE OF PROCESS
17.1 PLD hereby appoints X X Xxxxxx & Co (all communications to be marked
for the attention of X X Xxxxxx and X X X Xxxxxxxx) of 000 Xxxxx Xxx
Xxxx, Xxxxxx XX0X 0XX (Fax: 00 000 000 0000) as its agents for the
service of any proceedings arising out of or in connection with this
Agreement.
17.2 BCL hereby appoints Xxxxx & XxXxxxxx of 000 Xxx Xxxxxx Xxxxxx, Xxxxxx
XX0X 0XX (all communications to be marked for the attention of Xxxxx
Xxxxxxxx and Xxxx Xxxxxx) (Fax: 00-000-000-0000) as its agent for the
service of any proceedings arising out of or in connection with this
Agreement.
18 TERM
This Agreement shall continue in full force and effect until the
earlier of (A) the date that PLOT is registered as the holder of the
entire issued share capital of BCL and (B) the date of appointment of
a liquidation commission in relation to the liquidation of BCL, and it
shall terminate upon the earlier of such dates, except for the
provisions of Clauses 5.2, 8, 9, 11 and 17, which shall remain in
force, and without prejudice to any rights accrued to the date of
termination.
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Executed as an Agreement under Hand:
BALTIC COMMUNICATIONS LIMITED
[SEAL]
by /s/ Xxxxxx Xxxxxx
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PETERSBURG LONG DISTANCE, INC.
by /s/ Xxxxx X.X. Xxxx
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