Exhibit 7
THIRD AMENDMENT TO
ASSET EXCHANGE AGREEMENT
THIRD AMENDMENT TO ASSET EXCHANGE AGREEMENT (this "Amendment"),
dated August , 1998, by and among News America Incorporated, a corporation
organized under the State of Delaware ("News America"), 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 News America, and PLD Telekom Inc., a corporation
organized under the laws of the State of Delaware ("PLD"). All capitalized
terms used herein and not otherwise defined shall have the respective
meanings provided such terms in the Asset Exchange Agreement (as defined
below).
W I T N E S S E T H:
WHEREAS, News America and PLD have entered into that certain
Asset Exchange Agreement, dated as of April 19, 1998 (the "Asset Exchange
Agreement"); and
WHEREAS, News America has assigned its rights under the Stock
Purchase Agreement to its directly and indirectly wholly owned subsidiary
News PLD LLC; and
WHEREAS, the parties hereto have agreed to amend the Asset
Exchange Agreement upon the terms and the conditions set forth herein; and
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:
I. Amendments and Modifications to the Asset Exchange Agreement.
Section 7.1(c) of the Asset Exchange Agreement is hereby deleted
in its entirety and the following new Section 7.1(c) is inserted in lieu
thereof:
(c) Expenses. PLD shall pay all Registration Expenses in
connection with only one (1) registration effected in accordance with
this Section 7.1; provided, however, that if at the fifth anniversary
of the date of this Agreement News America, its affiliates and
subsidiaries, and any permitted successors and assigns, collectively
own 50% or more of the aggregate Registrable Securities subject to
this Agreement (such number to take account of any stock splits,
dividends, combinations or other adjustments affecting any of the
Registrable Securities), then for a period of three years following
the fifth anniversary of the date of this Agreement, the holders of
Registrable Securities shall be entitled to one (1) additional
registration effected in accordance with this Section 7.1 in respect
of which PLD shall pay all Registration Expenses.
II. Miscellaneous Provisions.
(a) Amendment and Modification. Subject to applicable law, this
Amendment 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 Amendment, 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) Notices. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally or by
facsimile transmission, telexed or mailed by registered or certified mail
(return receipt requested), postage prepaid, to the parties at the
addresses stated in the Asset Exchange Agreement.
(d) Assignment. This Amendment 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.
(e) Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Delaware (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 Amendment 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.
(g) Interpretation. The article and section headings contained
in this Amendment are solely for the purpose of reference, are not part of
the agreement of the parties and shall not in any way affect the meaning or
interpretation of this Amendment.
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IN WITNESS WHEREOF, News America, News PLD LLC 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/ XXXXX X. NOVA
---------------------------------
Name: XXXXX X. NOVA
Title: VICE PRESIDENT
NEWS PLD LLC
By: /s/ XXXXX X. NOVA
---------------------------------
Name: XXXXX X. NOVA
PRESIDENT AND SECRETARY
PLD TELEKOM INC.
By: /s/ E. XXXXX XXXXXXXX
---------------------------------
Name: E. XXXXX XXXXXXXX
Title: SENIOR VICE PRESIDENT,
SECRETARY AND
GENERAL COUNSEL
