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EXHIBIT 10.46
AMENDMENT TO PUT AND CALL OPTION AGREEMENT
DATED AS OF NOVEMBER 26, 1997
THIS AMENDMENT ("this Amendment") to the Put and Call Option
Agreement dated 28th December 28 1994 between the parties hereto ("the Option
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 Option Agreement.
2. The definition of the term "Option Period" shall be amended so as to
read hereafter as follows:
"the period commencing on June 30, 1999 and terminating on the
earlier of June 30, 2119 or the date that the Put Option or
the Call Option, as the case may be, is exercised"
3. The definition of the term "the Option Price" shall be amended so as
to read hereafter as follows:
"the sum of US$ 17,500,000"
4. The definition of the term "the Grantee's Solicitors" shall be amended
so as to read hereafter as follows:
"Xxxxxx, Xxxxx & Xxxxxxx of 0 Xxxxxxx Xxxxxxx, Xxxxxx XX0X 0XX"
5. The definition of the term "the Grantor's Solicitors" shall be amended
so as to read hereafter as follows:
"Xxxxxxx Xxxxxxx of 0-00 Xxx Xxxxxx Xxxx, Xxxxxx XX0X 0XX"
6. Clause 2.2 of the Option Agreement shall be amended by (A) the
deletion therefrom of the phrase "after determination of the Option
Price" , (B) the addition of the words "at least" before the words
"seven days' notice", and (C) the addition of
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the words " such notice to take effect on 30 June 1999 or such other
date as is specified in such notice" after the words "served on the
Grantor".
7. Clause 3.2 of the Option Agreement shall be amended by (A) the
deletion therefrom of the phrase "after determination of the Option
Price" , (B) the addition of the words "at least" before the words
"seven days' notice", and (C) the addition of the words " such notice
to take effect on 30 June 1999 or such other date as is specified in
such notice" after the words "served on the Grantee".
8. The opening paragraph of Clause 4.1 of the Option Agreement shall be
amended so as to read hereafter as follows:
"Completion of the purchase and sale of the Option Shares
pursuant to the exercise of the Call Option shall take place
at the offices of the Grantee's Solicitors (or such other
place as the parties shall mutually agree) on the date
specified in the notice referred to in clause 2.2 when:"
and the words "or shall deliver the Note (as hereinafter
defined) to the Grantor" shall be deleted therefrom.
9. Clause 5 of the Option Agreement shall be amended so as to read
hereafter as follows:
"Completion of the transfer or sale of the Option Shares
pursuant to the exercise of the Put Option shall take place at
the offices of the Grantee's Solicitors (or at such other
place as the parties shall mutually agree) on the date
specified in the notice referred to in clause 3.2 when the
Grantee shall pay or procure the payment to the Grantor (or as
the Grantor may direct) of the Option Price; and on payment of
the Option Price the Grantee's Solicitors shall release to the
Grantee the documents delivered to them to hold to the order
of the Grantor pursuant to the terms of clause 3.2."
10. Article 9 of the Option Agreement shall be deleted therefrom in its
entirety.
11. Article 10 of the Option Agreement shall be deleted therefrom in its
entirety.
12. Clause 11.5 of the Option Agreement shall be amended so as to read
hereafter as follows:
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"Copies of all notices served on the Grantee must also be
served by facsimile transmission to E. Xxxxx Xxxxxxxx, c/o PLD
Telekom Inc., 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, X.X.X.
(0-000-000-0000) and copies of all notices served on the
Grantor must also be served by facsimile transmission to
Messrs Xxxxxxx Xxxxxxx, 0-00 Xxx Xxxxxx Xxxx, Xxxxxx XX0X 0XX,
marked for the attention of Xx X. Xxxxxxxxxx and Xxxx X.
Xxxxxx (44 171 203 0202)."
13. The proviso at the end of Clause 11.7 shall be deleted therefrom, with
effect as of the date hereof.
14. Clause 11.8 of the Option Agreement shall be amended so as to read
hereafter as follows:
"The Grantee hereby appoints E. Xxxxx Xxxxxxxx, c/o PLD
Telekom Inc., 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, U.S.A.,
and the Grantor hereby appoints Messrs Xxxxxxx Xxxxxxx of 0-00
Xxx Xxxxxx Xxxx, Xxxxxx XX0X 0XX, Xxxxxxx, all communications
to be marked for the attention of Xx X. Xxxxxxxxxx and Xx X.
Xxxxxx, in each case for service of process in connection with
legal proceedings in England and arising out of or in
connection with this Agreement."
15. Except as set forth above, all of the other provisions of the Option
Agreement shall remain in full force and effect, and the Option
Agreement, as amended by this Amendment, is hereby ratified and
confirmed by the parties hereto.
ATTESTATIONS
Signed by Xxxx Moncreiffe ) s/s XXXX MONCREIFFE
For and on behalf of )
PLICOM LIMITED ) s/s XXXXXXXX XXXXX
In the presence of: )
Signed by ) s/s XXXXX X.X. XXXX
For and on behalf of )
PLD TELEKOM INC. ) s/s XXXXXXXX X. XXXX
In the presence of: )
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