EXHIBIT 5
COMBINED AMENDMENT TO
STOCK AND ASSET PURCHASE AGREEMENTS
COMBINED AMENDMENT TO STOCK AND ASSET PURCHASE AGREEMENTS (this
"Amendment"), dated June 29, 1998, by and among News America Incorporated,
a corporation organized under the laws of the State of Delaware ("Buyer"),
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 Buyer, Cable and Wireless plc, a
company registered under the laws of England under the number 238525
("C&W") and PLD Telekom Inc., a Delaware corporation ("PLD"). All
capitalized terms used herein and not otherwise defined shall have the
respective meanings given to such terms in the Stock Purchase Agreement (as
defined below).
W I T N E S S E T H:
WHEREAS, Buyer and C&W have entered into that certain Stock
Purchase Agreement, dated as of April 19, 1998 (the "Stock Purchase
Agreement"); and
WHEREAS, Buyer has assigned its rights under the Stock Purchase
Agreement to its directly and indirectly wholly owned subsidiary News PLD
LLC; and
WHEREAS, pursuant to Section 7.1 (b) of the Stock Purchase
Agreement, the Stock Purchase Agreement may be terminated by Buyer, on the
other hand, or C&W, on the other hand, if the transactions contemplated
thereby should not have been consummated on or before June 30, 1998; and
WHEREAS, the parties hereto have agreed to amend the Stock
Purchase Agreement to extend such termination date to August 7, 1998; and
WHEREAS, C&W and PLD have entered into that certain Stock
Purchase Agreement, dated as of April 19, 1998 (the "C&W/PLD Stock Purchase
Agreement"), and Buyer and PLD have entered into that certain Asset
Exchange Agreement, dated as of April 19, 1998 (the "Asset Exchange
Agreement"), which agreements are intended to be consummated substantially
simultaneously with the consummation of the transactions contemplated by
the Stock Purchase Agreement, and for convenience the parties hereto and
thereto have agreed to combine into this single instrument their agreements
to extend the termination date under all such agreements to August 7, 1998;
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:
Section 1. Amendment and Modification of the Stock Purchase
Agreement, C&W/PLD Stock Purchase Agreement and Asset
Exchange Agreement.
(a) In Section 7.1(b) of the Stock Purchase Agreement the date
"June 30, 1998" referred to therein is hereby deleted and the date "August
7, 1998" is inserted in lieu thereof.
(b) In recognition of the assignment to News PLD LLC by Buyer of
its rights under the Stock Purchase Agreement in accordance with Section
9.4 thereof, News PLD LLC is hereby added as a party to the Stock Purchase
Agreement, and it shall be constituted with all such rights with respect
thereto as would have been appurtenant had it been an original signatory
thereto, provided always that such assignment satisfies the requirements of
the proviso to Section 9.4(a) of the Stock Purchase Agreement and the
requirements relating to the ownership of News PLD LLC as the Buyer's
designee under that Section 9.4(a) and does not in any way extend the
rights of the designee as contemplated thereby.
(c) In Section 7.1(b) of the C&W/PLD Stock Purchase Agreement
the date "June 30, 1998" referred to therein is hereby deleted and the date
"August 7, 1998" is inserted in lieu thereof.
(d) In Section 8.1(b) of the Asset Exchange Agreement the date
"June 30, 1998" referred to therein is hereby deleted and the date "August
7, 1998" is inserted in lieu thereof.
Section 2. No Other Amendments
(a) Except as expressly modified by this Amendment, the terms and
conditions of the Stock Purchase Agreement, C&W/PLD Stock Purchase
Agreement and Asset Exchange Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, Buyer, News PLD LLC, C&W 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/ XXXXXXXX XXXXXX
--------------------------
Name: XXXXXXXX XXXXXX
Title: SENIOR VICE PRESIDENT AND
DEPUTY GENERAL COUNSEL
NEWS PLD LLC
By: /s/ XXXXX X. NOVA
--------------------------
Name: XXXXX X. NOVA
Title: PRESIDENT AND
SECRETARY
CABLE AND WIRELESS PLC
By: /s/ XXXX XXXXXX
--------------------------
Name: XXXX XXXXXX
Title: SENIOR AND REGIONAL LEGAL
ADVISOR
PLD TELEKOM INC.
By: /s/ E. XXXXX XXXXXXXX
--------------------------
Name: E. XXXXX XXXXXXXX
Title: SENIOR VICE PRESIDENT,
SECRETARY AND
GENERAL COUNSEL
