Exhibit 9
ASSIGNMENT
THIS ASSIGNMENT (this "Assignment"), dated as of April 23, 1998,
by and between News America Incorporated, a corporation organized under the
laws of Delaware ("Assignor"), and News PLD LLC, a limited liability
company organized under the laws of Delaware ("Assignee") (unless otherwise
defined herein, all capitalized terms used herein shall have the meanings
given them in the Stock Purchase Agreement referenced below).
WITNESSETH:
WHEREAS, the Assignor and Cable & Wireless plc, a public limited
company registered under the laws of England ("C&W"), have entered into
that certain Stock Purchase Agreement, dated as of April 19, 1998 (the
"Stock Purchase Agreement"), which provides for the sale by C&W and Navona
Communications Corporation Ltd. (a direct wholly owned subsidiary of C&W),
a corporation organized under the laws of Bermuda, and the purchase by
Assignor, of the PLD Interest; and
WHEREAS, the Assignor and PLD Telekom Inc., a corporation
organized under the laws of Delaware ("PLD"), have entered into that
certain Asset Exchange Agreement, dated as of April 19, 1998 (the "Asset
Exchange Agreement"; the Asset Exchange Agreement and the Stock Purchase
Agreement are collectively referred herein as the "Acquisition Agreements"
and the transactions contemplated thereby are collectively referred to
herein as the "Acquisition"), which provides for the exchange by Assignor
of the Holdings Shares with PLD for the New PLD Shares (as defined in the
Asset Exchange Agreement); and
WHEREAS, in connection with the Acquisition, Assignor desires to
assign all of its right, title and interest in and to the Acquisition
Agreements, and Assignee desires to accept such assignment and assume the
obligations of Assignor thereunder; and
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements herein contained, the parties agree as
follows:
1. Assignment of Acquisition Agreements
(a) Assignor hereby assigns all of its right, title and interest
in, under and to the Acquisition Agreements to Assignee.
(b) Assignee hereby accepts the foregoing assignment and assumes
and agrees to pay, perform and discharge all obligations under the
Acquisition Agreements on the part of the Assignor to be paid, performed
and discharged from and after the date hereof. The Assignor hereby agrees
and acknowledges that it shall remain jointly and severally liable with the
Assignee under the Acquisition Agreements.
2. Miscellaneous
(a) Amendment and Modification. Subject to applicable law, this
Assignment 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 Assignment, 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.
(c) Assignment. This Assignment 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.
(d) Further Assurances. In connection with this Assignment,
each party shall execute and deliver any additional documents and
instruments and perform any additional acts that may be necessary or
appropriate to effectuate and perform the provisions of this Assignment.
(e) Governing Law. This Assignment shall be governed by and
construed in accordance with the laws of the State of New York (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 Assignment 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.
IN WITNESS WHEREOF, the parties hereto have cause this Assignment
to be executed by their respective representatives, thereunto duly
authorized, as of the day and year first above written.
NEWS AMERICA INCORPORATED
By: /s/ XXXXX X. NOVA
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Name: XXXXX X. NOVA
Title: VICE PRESIDENT
NEWS PLD LLC
By: /s/ XXXXX X. NOVA
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Name: XXXXX X. NOVA
Title: PRESIDENT AND SECRETARY
