ARTICLE IVoting Agreement • August 30th, 1999 • PLD Telekom Inc • Telephone communications (no radiotelephone) • Delaware
and THE BANK OF NEW YORK, as TrusteePledge Agreement • March 31st, 1998 • PLD Telekom Inc • Telephone communications (no radiotelephone) • New York
2- 3 SECTION 4. Counterparts. The parties may sign any number of counterparts or copies of this Second Supplemental Indenture. Each signed counterpart or copy shall be an original, but all of such executed counterparts or copies together shall...Supplemental Indenture • April 1st, 1999 • PLD Telekom Inc • Telephone communications (no radiotelephone) • New York
1 EXHIBIT 10.48 DATED 26TH NOVEMBER 1997 PLICOM LIMITED (1) TECHNOCOM LIMITED (2) PLD TELEKOM INC. (3) MARK KLABIN (4) SHARE PURCHASE AGREEMENT THIS AGREEMENT is dated 26th November 1997 and made BETWEEN (1) PLICOM LIMITED (a company incorporated...Share Purchase Agreement • March 31st, 1998 • PLD Telekom Inc • Telephone communications (no radiotelephone)
1 EXHIBIT 10.8 DATED AS OF NOVEMBER 26, 1997 SERVICE AGREEMENTService Agreement • March 31st, 1998 • PLD Telekom Inc • Telephone communications (no radiotelephone) • New York
WITNESSETHAgreement • August 30th, 1999 • PLD Telekom Inc • Telephone communications (no radiotelephone) • New York
1 EXHIBIT 99.11 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of May 18, 1999, by and among Metromedia International Group, Inc., a Delaware corporation (the "Parent"), News America...Registration Rights Agreement • August 30th, 1999 • PLD Telekom Inc • Telephone communications (no radiotelephone) • New York
May 18, 1999 The Travelers Insurance Company One Tower Square Hartford, CT 06183-2030 The Travelers Indemnity Company One Tower Square Hartford, CT 06183-2030 Reference is made to (i) the Agreement and Plan of Merger, dated as of the date hereof (the...PLD Telekom Inc • May 20th, 1999 • Telephone communications (no radiotelephone) • New York
EXHIBIT 99.4 PLEDGE AND SECURITY AGREEMENT PLEDGE AND SECURITY AGREEMENT (this "Pledge Agreement"), dated as of May 18, 1999, made by PLD Telekom Inc., a Delaware corporation (the "Pledgor"), as a pledgor hereunder, and Metromedia International Group,...Pledge and Security Agreement • August 30th, 1999 • PLD Telekom Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 99.2 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 30th, 1999 • PLD Telekom Inc • Telephone communications (no radiotelephone) • Delaware
8,100,000 2 TABLE OF CONTENTSRevolving Credit Agreement • April 1st, 1999 • PLD Telekom Inc • Telephone communications (no radiotelephone) • New York
No. CG 1 _____ CUSIP No. 71623PAC6 9% CONVERTIBLE SUBORDINATED NOTE DUE 2006 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS...PLD Telekom Inc • April 15th, 1997 • Telephone communications (no radiotelephone) • New York
and THE BANK OF NEW YORK, as TrusteeTrust Agreement • March 31st, 1998 • PLD Telekom Inc • Telephone communications (no radiotelephone) • New York
1 EXHIBIT 4.7 REGISTRATION RIGHTS AGREEMENT Dated as of May 31, 1996Registration Rights Agreement • April 15th, 1997 • PLD Telekom Inc • Telephone communications (no radiotelephone) • New York
LEASE BETWEENLease • April 1st, 1999 • PLD Telekom Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 99.9 Modification Agreement ("Elite Option Modification Agreement") dated as of May 18, 1999 by and among PLD Telekom, Inc., a Delaware corporation (the "Company"), Metromedia International Group, Inc., a Delaware corporation ("Parent"),...Modification Agreement • August 30th, 1999 • PLD Telekom Inc • Telephone communications (no radiotelephone) • New York
1 EXHIBIT 4.24 WARRANT AGREEMENT Dated as of November 26, 1997Warrant Agreement • March 31st, 1998 • PLD Telekom Inc • Telephone communications (no radiotelephone) • New York
SUBLEASEPLD Telekom Inc • March 31st, 1998 • Telephone communications (no radiotelephone) • New York
123,000 UNITSPurchase Agreement • April 15th, 1997 • PLD Telekom Inc • Telephone communications (no radiotelephone) • New York
as Issuer andIndenture • April 15th, 1997 • PLD Telekom Inc • Telephone communications (no radiotelephone) • New York
1 EXHIBIT 99.3 STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 22nd, 1998 • PLD Telekom Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 99.8 Modification Agreement ("Plicom Option Modification Agreement") dated as of May 18, 1999 by and among PLD Telekom, Inc., a Delaware corporation (the "Company"), Metromedia International Group, Inc., a Delaware corporation (the "Parent"),...Execution Copy • August 30th, 1999 • PLD Telekom Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 99.3 BRIDGE LOAN AGREEMENTBridge Loan Agreement • August 30th, 1999 • PLD Telekom Inc • Telephone communications (no radiotelephone) • New York
May 18, 1999 News America Incorporated 1211 Avenue of the Americas New York, New York 10036 Reference is made to (i) the Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), by and among PLD Telekom, Inc., a Delaware...PLD Telekom Inc • May 20th, 1999 • Telephone communications (no radiotelephone) • New York
1 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...Shareholders Agreement • March 31st, 1998 • PLD Telekom Inc • Telephone communications (no radiotelephone)
1 EXHIBIT 99.2 ASSET EXCHANGE AGREEMENTAsset Exchange Agreement • April 22nd, 1998 • PLD Telekom Inc • Telephone communications (no radiotelephone) • New York
2- 3 or policies of such person whether through the ownership of voting securities or by contract or otherwise and the terms "controlling" and "controlled" have meanings correlative to the foregoing.Account Agreement • April 15th, 1997 • PLD Telekom Inc • Telephone communications (no radiotelephone) • New York
May 18, 1999 The Travelers Insurance Company One Tower Square Hartford, CT 06183-2030 The Travelers Indemnity Company One Tower Square Hartford, CT 06183-2030 Reference is made to (i) the Agreement and Plan of Merger, dated as of the date hereof (the...PLD Telekom Inc • August 30th, 1999 • Telephone communications (no radiotelephone) • New York
1 EXHIBIT 10.47 AMENDED AND RESTATED PUT AND CALL OPTION AGREEMENT DATED AS OF NOVEMBER 26, 1997 PARTIES 1) PLD TELEKOM INC. (a company incorporated in the State of Delaware, U.S.A.) whose registered office is at 1209 Orange Street, Wilmington,...Put and Call Option Agreement • March 31st, 1998 • PLD Telekom Inc • Telephone communications (no radiotelephone)
1 EXHIBIT 4.28 WIRELESS TECHNOLOGY CORPORATIONS LIMITED BALTIC COMMUNICATIONS LIMITED and any other Guarantor party hereto from time to time GUARANTY AGREEMENT Dated as of November 26, 1997 GUARANTY AGREEMENT, dated as of November 26, 1997 ("this...Guaranty Agreement • March 31st, 1998 • PLD Telekom Inc • Telephone communications (no radiotelephone) • New York
and THE BANK OF NEW YORK, as TrusteeSecurity Agreement • March 31st, 1998 • PLD Telekom Inc • Telephone communications (no radiotelephone) • New York
2 3 "Trustees" means, collectively, the Senior Note Trustee and the Convertible Note Trustee.Leasing Company Security and Pledge Agreement • April 1st, 1999 • PLD Telekom Inc • Telephone communications (no radiotelephone) • New York
1 EXHIBIT 4.22 [FORM OF SERIES A REVOLVING CREDIT NOTE] PLD TELEKOM INC. 12% SERIES A SENIOR SECURED REVOLVING CREDIT NOTE DUE 1998PLD Telekom Inc • March 31st, 1998 • Telephone communications (no radiotelephone)
OFFICE LEASE BETWEENOffice Lease • April 1st, 1999 • PLD Telekom Inc • Telephone communications (no radiotelephone) • New York
RECITALSLeasing Company Escrow Account Agreement • April 1st, 1999 • PLD Telekom Inc • Telephone communications (no radiotelephone) • New York
