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EXHIBIT 4.23
[FORM OF SERIES B REVOLVING CREDIT NOTE]
PLD TELEKOM INC.
12% SERIES B SENIOR REVOLVING CREDIT NOTE DUE 1998
No. [_____] [Date]
$[_______] Private Placement No. 69340T A@9
FOR VALUE RECEIVED, the undersigned, PLD TELEKOM INC. (herein called
the "Company"), a corporation organized and existing under the laws of the State
of Delaware, hereby promises to pay to [ ], or registered assigns, on September
30, 1998 the principal sum of [ ] DOLLARS, or, if less, the aggregate principal
amount outstanding of Series B Revolving Credit Loans (as defined in the
Revolving Credit Agreement referred to below) made by the holder hereof to the
Company pursuant to the Revolving Credit Agreement referred to below, with
interest (computed on the basis of the actual number of days elapsed over a
360-day year) (a) on the unpaid balance thereof at the rate of 12% per annum,
payable monthly on the last day of each month after the date hereof, until the
principal hereof shall have become due and payable; provided, however that in
the event that the Company shall not have satisfied certain conditions relating
to an Equity Issuance (as defined in the Revolving Credit Agreement referred to
below) as more fully described in the final paragraph of SECTION 1.1 of the
Revolving Credit Agreement referred to below, the interest rate borne by this
Note shall be increased from 12% to 15% per annum for the period commencing June
1, 1998 until maturity, such interest to be computed and payable as otherwise
heretofore provided, and (b) to the extent permitted by law, on any overdue
payment (including any overdue repayment) of principal, any overdue payment of
interest and any overdue payment of Additional Amounts or Commitment Fees (as
such terms are defined in the Revolving Credit Agreement referred to below) at a
rate equal to 2% over the applicable interest rate determined as provided in the
preceding subclause (a), payable monthly as aforesaid or, at the option of the
registered holder hereof, on demand.
Payments of principal of, interest on and any Additional Amounts and
Commitment Fees with respect to this Note are to be made in lawful money of the
United States of America at the principal office in New York, New York of The
Chase Manhattan Bank, N.A. or at such other place as the Company shall have
designated by written notice to the holder of this Note as provided in the
Revolving Credit Agreement referred to below.
This Note is one of the duly authorized 12% Series B Senior
Revolving Credit Notes due 1998 (herein called the "Notes") issued pursuant to
the Revolving Credit and Warrant Agreement, dated as of November 26, 1997 (as
from time to time amended, the "Revolving Credit Agreement"), between the
Company and the respective Lenders named therein and is entitled to the benefits
thereof. All of the terms, conditions and covenants of the Revolving Credit
Agreement are expressly made a part of this Note by reference in the same manner
and with the same effect as if set forth herein
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This Note is a registered Note and, as provided in the Revolving
Credit Agreement, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary. Any transferee of this Note, by its acceptance hereof, agrees to
be bound by all the terms, conditions and covenants of the Revolving Credit
Agreement applicable to a holder of a Note or a Series B Note (as defined in the
Revolving Credit Agreement), as applicable.
The Notes are guaranteed by the Subsidiary Guarantors (as defined in
the Revolving Credit Agreement) pursuant to a Guaranty Agreement, dated as of
November 26, 1997 by the Subsidiary Guarantors for the benefit of the holders
from time to time of the Notes, and are also entitled to the benefits of certain
security held by The Bank of New York or its successor at the time acting as
trustee (the "TRUSTEE") under a Trust Agreement, dated as of November 26, 1997
(the "TRUST AGREEMENT"), between the Company and the Trustee, such security
consisting of the Collateral referred to therein granted by the Company to the
Trustee pursuant to the Security Documents referred to therein, pursuant to
which the Company has granted to the Trustee security interests in such
Collateral. Reference is made to such Trust Agreement and such Security
Documents for a description of the nature and extent of the security afforded
thereby and the rights of the Trustee and the holders of the Notes in respect
thereof. The registered holder of this Note may inspect such Trust Agreement and
such Security Documents at the principal office of the Trustee upon request.
As provided in the Revolving Credit Agreement, the Series B
Revolving Credit Loans evidenced by this Note are subject to optional repayments
and mandatory repayments, in whole and in part, all as specified in the
Revolving Credit Agreement.
If an Event of Default, as defined in the Revolving Credit
Agreement, occurs and is continuing, the principal of this Note may be declared
or otherwise become due and payable in the manner, at the price and with the
effect provided in the Revolving Credit Agreement.
This Note shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the law of the State of New
York, excluding choice-of-law principles of the law of such State that would
require the application of the laws of a jurisdiction other than such State.
PLD TELEKOM INC.
By_________________________
[Title]
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