EXHIBIT 6
SECOND COMBINED AMENDMENT TO
STOCK AND ASSET PURCHASE AGREEMENTS
SECOND COMBINED AMENDMENT TO STOCK AND ASSET PURCHASE AGREEMENTS
(this "Amendment"), dated August 7, 1998, by and among News America
Incorporated, a corporation organized under the laws of the State of
Delaware ("Buyer"), News PLD LLC, a limited liability company organized
under the laws of the State of Delaware ("News PLD LLC"), all of the
membership interests in which are owned directly or indirectly by Buyer,
Cable and Wireless plc, a company registered under the laws of England
under the number 238525 ("C&W") and PLD Telekom Inc., a Delaware
corporation ("PLD").
W I T N E S S E T H:
WHEREAS, (i) Buyer and C&W have entered into that certain Stock
Purchase Agreement, dated as of April 19, 1998 (the "Stock Purchase
Agreement"), (ii) C&W and PLD have entered into that certain Stock Purchase
Agreement, dated as of April 19, 1998 (the "C&W/PLD Stock Purchase
Agreement"), and (iii) Buyer and PLD have entered into that certain Asset
Exchange Agreement, dated as of April 19, 1998 (the "Asset Exchange
Agreement," and together with the Stock Purchase Agreement and the C&W/PLD
Stock Purchase Agreement, the "Acquisition Agreements"), which Acquisition
Agreements provide that any of the parties hereto may terminate any of the
Acquisition Agreements to which it is a party if the transactions
contemplated by such Acquisition Agreement should not have been consummated
on or before June 30, 1998 (the "Termination Date"); and
WHEREAS, the parties hereto have entered into that certain
Combined Amendment to Stock and Asset Purchase Agreements, dated June 29,
1998 (the "Combined Amendment"), extending the Termination Date to August
7, 1998; and
WHEREAS, the parties hereto have agreed to amend the Combined
Amendment to further extend the Termination Date to August 17, 1998;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties, intending to
be legally bound, hereby agree as follows:
Section 1. Amendment and Modification of the Combined Amendment.
(a) In Section 1(a) of the Combined Amendment the date "August 7,
1998" referred to therein is hereby deleted and the date "August 17, 1998"
is inserted in lieu thereof.
(b) In Section 1(c) of the Combined Amendment the date "August 7,
1998" referred to therein is hereby deleted and the date "August 17, 1998"
is inserted in lieu thereof.
(c) In Section 1(d) of the Combined Amendment the date "August 7,
1998" referred to therein is hereby deleted and the date "August 17, 1998"
is inserted in lieu thereof.
Section 2. No Other Amendments
(a) Except as expressly modified by this Amendment, the terms and
conditions of the Stock Purchase Agreement, C&W/PLD Stock Purchase
Agreement and Asset Exchange Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, Buyer, News PLD LLC, C&W and PLD have caused
this Amendment to be signed by their respective duly authorized officers as
of the date first above written.
NEWS AMERICA INCORPORATED
By: /s/ XXXXXXXX XXXXXX
----------------------------
Name: XXXXXXXX XXXXXX
Title: SENIOR VICE PRESIDENT AND
DEPUTY GENERAL COUNSEL
NEWS PLD LLC
By: /s/ XXXXX X. NOVA
----------------------------
Name: XXXXX X. NOVA
Title: PRESIDENT AND SECRETARY
CABLE AND WIRELESS PLC
By: /s/ XXXXX XXXXXXXX
----------------------------
Name: XXXXX XXXXXXXX
Title: DIRECTOR, GLOBAL
BUSINESSES
PLD TELEKOM INC.
By: /s/ X. X. XXXXXXX
----------------------------
Name: X. X. XXXXXXX
Title: CHIEF FINANCIAL OFFICER
AND DIRECTOR
