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EXHIBIT 10.42
AMENDMENT TO SHAREHOLDERS AGREEMENT
DATED AS OF NOVEMBER 26 , 1997
THIS AMENDMENT ("this Amendment") to the Subscription and
Shareholder Agreement dated 28th December 1994 between the parties hereto (the
"Shareholders Agreement") is entered into as of the date set forth above.
The parties hereto agree as follows:
1. Terms used herein with an initial capital and not otherwise
specifically defined herein shall have the meanings given to them in
the Shareholders Agreement.
2. The definition of the term "the Option Agreements" shall be amended so
as to read hereafter as follows:
"the put and call option agreements to be entered into between
Plicom and PLD and EIL and PLD, each in the agreed form, and
each as may be amended from time to time by the relevant
parties thereto"
3. Clause 5 of, and Schedule II to the Shareholders Agreement shall be
deleted therefrom in their entirety, with effect as of the date
hereof.
4. The proviso at the end of Clause 12.13 shall be deleted therefrom,
with effect as of the date hereof.
5. Clause 12.14 of the Shareholders Agreement shall be amended so as to
read hereafter as follows:
"Each of the parties hereby appoint those persons, details of
which are set out below, in each case for service of process
in connection with legal proceedings in England and arising
out of or in connection with this Agreement:
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FOR THE
PARTY AGENT ATTENTION OF ADDRESS/FAX
PLD E. Xxxxx Xxxxxxxx c/o PLD Telekom Inc.
and Xxxxxx X. Xxxxx 000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
(000) 000-0000
EIL Xxxxxxx X. Moncreiffe 0-00 Xxx Xxxxxx Xxxx
Xxxxxxx and X. Xxxxxx Xxxxxx XX0X 0XX
44 71 203 0202
PLICOM Xxxxxxx X. Moncreiffe 0-00 Xxx Xxxxxx Xxxx
Xxxxxxx and X. Xxxxxx Xxxxxx XX0X 0XX
44 71 203 0202
THE COMPANY
A&L Goodbody X. Xxxxxxxxxx Pinnacle House
and X. Xxxxxxx 00-00 Xx. Xxxxxxx'x Xxxx
Xxxxxx XX0X 0XX"
7. Clause 12.15 of the Shareholders Agreement shall be amended so as to
read hereafter as follows:
Copies of all submissions and requests for consent to be
served pursuant to clauses 4.2 and 5.1 shall also be sent to
PLD at its offices in New York, U.S.A., to Messrs. E. Xxxxx
Xxxxxxxx and Xxxxxx X. Xxxxx, at c/o PLD Telekom Inc., 000
Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, U.S.A.
8. PLD and Technocom, on the one part, and Plicom and the Plicom
Director, on the other part, hereby waive and release any claims which
either of them may have against the other in respect of any breach of
the Shareholders Agreement occurring up to and including the date
hereof.
9. Except as set forth above, all of the other provisions of the
Shareholders Agreement shall remain in full force and effect, and the
Shareholders Agreement, as amended hereby, is hereby ratified and
confirmed by the parties hereto.
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ATTESTATIONS
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 XXXX MONCREIFFE )s/s XXXX MONCREIFFE
For and on behalf of )
PLICOM LIMITED )
In the presence of: )s/s XXXXXXXX XXXXX
Signed by )s/s XXXXX XXXXXXXX
For and on behalf of )
ELITE INTERNATIONAL 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 )
TECHNOCOM LIMITED )
In the presence of: )s/s XXXXXXXX X. XXXX
Signed by XXX XXXXXX AS ATTORNEY FOR )s/s XXX XXXXXX
XXXX XXXXXX )
In the presence of: )s/s XXXXXXXX XXXXX
Signed by )s/s XXXXX XXXXXXXX
XXXXX XXXXXXXX )
In the presence of: )s/s XXXXXXXX X. XXXX
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