EXHIBIT 4
PLD TELEKOM INC.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
April 19, 1998
News America Incorporated
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Directors Nomination Agreement
Gentlemen:
Reference is made to (i) that certain Stock Purchase Agreement,
dated April 19, 1998 (the "Stock Purchase Agreement"), by and between Cable
and Wireless plc, a public limited company organized under the laws of
England ("C&W"), and News America Incorporated, a corporation organized
under the laws of the State of Delaware ("News America"), relating to the
purchase by News America from C&W of the PLD Shares, the PLD Warrant, the
CIBBV Exchange Shares and the Holdings Shares (each, as defined in the
Stock Purchase Agreement and collectively, the "PLD Interest"), which PLD
Interest shall, immediately upon the consummation of the transactions
contemplated by the Stock Purchase Agreement and the Asset Exchange
Agreement (as defined below), be assigned by News America to NewsLogo LLC,
a Delaware limited liability company that is a newly-formed indirect
subsidiary of News America (the "Venture), and (ii) that certain Asset
Exchange Agreement, dated April 19, 1998, by and between PLD Telekom Inc.,
a Delaware corporation ("PLD") and News America Incorporated (the "Asset
Exchange Agreement"; the Asset Exchange Agreement and the Stock Purchase
Agreement are collectively referred to herein as the "Agreements") relating
to the exchange by News America with PLD of the Holdings Shares for the New
PLD Shares (as defined in the Asset Exchange Agreement). Upon the
consummation of the transactions contemplated by the Stock Purchase
Agreement and the Asset Exchange Agreement and the assignment referred to
above, the Venture will own approximately thirty-eight percent (38%) of the
issued and outstanding capital stock of PLD.
In recognition of the significant shareholding position that will
be held by the Venture after consummation of the transactions contemplated
by the Stock Purchase Agreement and the Asset Exchange Agreement, we have
agreed with you as follows:
1. Designation and Number of Directors.
(a) Simultaneously with the closing of the Agreements, PLD shall
use its best efforts to take, or cause to be taken, all action, and to do,
or cause to be done, all things necessary and reasonably appropriate (i) to
cause the Board of Directors of PLD to set the size of the Board at ten
(10) and (ii) to cause the Board to elect as directors four (4) individuals
designated by the Venture.
(b) Thereafter, throughout the term of this Agreement, PLD will
nominate and solicit proxies (and if properly executed and otherwise valid,
cause such proxies to be voted in accordance with the instructions thereon)
for election as directors at each annual meeting of stockholders (or, if
applicable, at any special meeting of stockholders) of PLD, that number of
individuals designated by the Venture.
(c) The number of individuals that the Venture shall be
permitted to designate will be based upon the aggregate percentage of the
total issued and outstanding shares of PLD's common stock (the "Total
Shares Outstanding") owned of record and beneficially by the Venture, and
The News Corporation Limited and its subsidiaries and affiliates, together,
as follows:
Number of designees Percentage of Total Shares Outstanding Owned
4 23% or over
3 15% 22.99%
2 10% 14.99%
1 5%-9.9%
0 below 5%
(d) In the event that the number of directors comprising the
entire Board shall be increased beyond ten (10), the number of directors
that the Venture shall be entitled to designate based on its share
ownership shall be appropriately and proportionately adjusted, any number
resulting from such adjustment which is not a whole number being rounded up
to the nearest whole number.
(e) Any person who is designated by the Venture and subsequently
elected as a director of PLD shall be referred to herein as a "Venture
Director".
2. Removal and Replacement of Directors. (a) The Venture shall
be entitled at any time and for any reason (or for no reason) to designate
a Venture Director for removal, and at any meeting of stockholders called
for the purpose of voting on the removal of directors, PLD shall use its
best efforts to take, or cause to be taken, all action, and to do, or cause
to be done, all things necessary and reasonably appropriate to cause the
Board, or the stockholders of PLD, as the case may be, to remove such
Venture Director.
(b) If, prior to his or her election to the Board pursuant to
the terms of this letter agreement, an individual designated by Venture
shall be unable or unwilling to serve as a director of PLD, the Venture
shall be entitled to nominate a replacement who shall then be designated
for purposes of this letter agreement. If, following election to the Board
pursuant to this letter agreement, a Venture Director shall resign or be
removed or be unable to serve for any reason prior to the expiration of his
or her term as a director of PLD, the Venture shall notify the Board in
writing of a replacement director, and PLD shall use its best efforts to
cause the Board to take all action necessary or appropriate to cause such
replacement director to be elected as a director of PLD.
3. Term. This letter agreement shall commence on the date
hereof and remain in force for a period of ten (10) years from the date
hereof.
4. Miscellaneous.
(a) Amendment and Modification. Subject to applicable law, this
Agreement may be amended, modified or supplemented only by written
agreement signed by the parties hereto.
(b) Waiver of Compliance; Consents. Except as otherwise
provided in this Agreement, any failure of either of the parties hereto to
comply with any obligation, covenant, agreement or condition herein may be
waived by the party entitled to the benefits thereof only by a written
instrument signed by the party granting such waiver, but such waiver shall
not operate as a waiver of, or estoppel with respect to, any subsequent or
other failure.
The parties agree that proportional representation on the Board
of Directors of PLD at least as favorable to the Venture as is set forth in
this Agreement is of the essence of this Agreement, and the parties further
agree that if the specific terms of this Agreement shall be unable to be
implemented by reason of the rules of any regulatory or supervisory body
having jurisdiction over PLD or the PLD Common Stock, the parties will
negotiate with each other in good faith to implement an alternative system
of proportional representation as near as practicable to the arrangement
set forth herein.
(c) Notices. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally or by
facsimile transmission, telexed or mailed by registered or certified mail
(return receipt requested), postage prepaid, to the parties at the
following addresses (or at such other address for a party as shall be
specified by like notice; provided that notice of a change of address shall
be effective only upon receipt thereof):
(i) If to Buyer, to:
News America Incorporated
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: General Counsel
(with a copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxx X. Xxxxxx, Esq.)
(ii) If to PLD, to:
PLD Telekom Inc.
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxx Xxxx
(d) Assignment. This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns.
(e) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware (regardless
of the laws that might otherwise govern under applicable Delaware
principles of conflicts of law) as to all matters, including but not
limited to matters of validity, construction, effect, performance and
remedies.
(f) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(g) Interpretation. The article and section headings contained
in this Agreement are solely for the purpose of reference, are not part of
the agreement of the parties and shall not in any way affect the meaning or
interpretation of this Agreement.
(h) Entire Agreement. This Agreement, including the documents,
schedules and certificates referred to herein, embody the entire agreement
and understanding of the parties hereto in respect of the transactions
contemplated by this Agreement. There are no restrictions, promises,
representations, warranties, covenants or undertakings, other than those
expressly set forth or referred to herein or therein. This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such transactions.
If this letter correctly sets forth the agreement between us,
please countersign in the space provided below, whereupon this letter shall
become a binding agreement between us.
Very truly yours,
PLD TELEKOM INC.
By: /s/ XXXXX X.X. XXXX
-----------------------
Name: XXXXX X.X. XXXX
Title: DIRECTOR
Accepted and agreed to
as of the date first above written:
NEWS AMERICA INCORPORATED
By: /s/ XXXX X. XXXXXX
----------------------
Name: XXXX X. XXXXXX
Title: SENIOR VICE PRESIDENT
