EXHIBIT C
Page 41 of 96 Pages
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is made
and entered into as of this 10th day of April 2001, between ALFA BANK HOLDINGS
LIMITED, a company incorporated in the British Virgin Islands (the "Assignor"),
and ALFA TELECOM LIMITED, a company incorporated in the British Virgin Islands
(the "Assignee").
WITNESSETH
WHEREAS, reference is hereby made to the Share Purchase Agreement,
dated as of April 2, 2001 (the "Share Purchase Agreement"), by and among the
Assignor, Global TeleSystems, Inc., a Delaware corporation, Capital
International Global Emerging Markets Private Equity Fund, L.P., a Delaware
limited partnership, Cavendish Nominees Limited, a limited liability company
organized and registered under the laws of Guernsey, and First NIS Regional Fund
SICAV, a private institutional fund organized and registered under the laws of
Luxembourg; and
WHEREAS, Section 3.7 of the Share Purchase Agreement provides the
Assignor with the option to assign its rights and obligations under the Share
Purchase Agreement to the Assignee at any time prior to the Closing Date (as
defined in the Share Purchase Agreement).
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the Assignor and the Assignee agree as follows:
1. Assignment and Assumption. The Assignor hereby assigns,
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transfers and conveys to the Assignee, and the Assignee hereby accepts and
assumes, all right, title and interest the Assignor has in and with respect to,
the Share Purchase Agreement. The Assignee hereby assumes and agrees to perform
all of the Assignor's obligations and liabilities with respect to the Share
Purchase Agreement.
2. Effective Date. The effective date of the assignment and
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assumption pursuant to this Assignment is April 10, 2001.
3. Successors and Assigns. This Assignment shall inure to the
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benefit of and be binding upon the successors and assigns of the Assignor and
the Assignee.
4. Governing Law. This Assignment shall be governed by the laws of
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New York, excluding the choice of laws rules thereof.
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Page 42 of 96 Pages
IN WITNESS WHEREOF, the Assignor and the Assignee have executed this
Assignment and Assumption Agreement as of the date first written above.
ASSIGNOR:
ALFA BANK HOLDINGS LIMITED
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title:
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ASSIGNEE:
ALFA TELECOM LIMITED
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title:
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