STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT dated as of May 11, 2001 (this "Agreement")
among 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 (together "Barings"), and Global TeleSystems Europe Holdings
B.V. (as the assignee of Global TeleSystems Europe B.V., which is the
assignee of Global TeleSystems, Inc.), a company organized and registered
under the laws of the Netherlands ("GTS").
W I T N E S S E T H :
WHEREAS, Barings, Alfa Telecom Limited (as the assignee of Alfa Bank
Holdings Limited, "Alfa") and Capital International Global Emerging Markets
Private Equity Fund, L.P. ("CIG"), as Purchasers, and GTS, as Seller, are
parties to a Share Purchase Agreement (the "Purchase Agreement"), dated
April 2, 2001, pursuant to which the Purchasers agreed to purchase and GTS
agreed to sell in the aggregate 12,195,122 of the issued and outstanding
shares of Common Stock, par value $.01 per share ("Company Common Stock"),
of Golden Telecom, Inc., a Delaware corporation (the "Company") on the
terms and subject to the conditions stated therein;
WHEREAS, in order to induce Barings to consummate the transactions
contemplated by the Purchase Agreement, GTS has granted to Barings the
Stock Option (as hereinafter defined); and
WHEREAS, in order to induce each of Alfa and CIG to enter into the
Purchase Agreement, pursuant to separate stock option agreements of even
date herewith (the "Alfa Stock Option Agreement" and the "CIG Stock Option
Agreement", respectively), GTS has granted to each such Person, on the
terms and conditions set forth therein, an irrevocable stock option (the
"Alfa Stock Option" and the "CIG Stock Option", respectively; together with
the Stock Option, the "Purchaser Stock Options") to purchase shares of
Company Common Stock Beneficially Owned by GTS;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and in the Purchase Agreement, and for other
good and valuable consideration, the adequacy of which is hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. Definitions. Capitalized terms used and not defined herein
have the respective meanings ascribed to them in the Purchase Agreement. In
addition, the following terms have the meanings indicated:
(a) "Beneficially Own" shall have the meaning assigned to such term in
Rule 13d-3 under the Exchange Act in effect on the date hereof. "Beneficial
Owner" and "Beneficial Ownership" shall have correlative meanings.
(b) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any successor federal statute as in effect from time to time.
(c) "Per Share Market Value" means on any particular date (i) the last
sale price per share of the Company Common Stock at the close of business
on such date on the principal stock exchange on which the Company Common
Stock has been listed or, if there is no such price on such date, then the
last price on such exchange on the date nearest preceding such date, or
(ii) if the Company Common Stock is not listed on any stock exchange, the
final bid price for a share of Company Common Stock in the over-the-counter
market, as reported by The Nasdaq Stock Market at the close of business on
such date, or the last sales price if such price is reported and final bid
prices are not available, or (iii) if the Company Common Stock is not
quoted on The Nasdaq Stock Market, the bid price for a share of Company
Common Stock in the over-the-counter market as reported by the National
Quotation Bureau Incorporated (or any similar organization or agency
succeeding to its functions of reporting prices), or (iv) if the Company
Common Stock is no longer publicly traded, as determined by an
internationally recognized investment banking firm selected by GTS.
(d) "Person" shall mean any individual, firm, partnership,
association, group (as such term is defined in Section 13(d)(3) of the
Exchange Act, as in effect on the date hereof), corporation, trust,
business trust or other entity, and includes any successor (by merger or
otherwise) of any such entity.
(e) "Subsidiary" shall mean, with respect to any Person, any other
Person of which at least a majority of the voting power of the voting
equity securities or voting equity interest is owned, directly or
indirectly, by such Person.
(f) "Trading Day" means (i) a day on which the Company Common Stock is
traded on the principal stock exchange on which the Company Common Stock
has been listed, or (ii) if the Company Common Stock is not listed on any
stock exchange, a day on which the Company Common Stock is quoted in the
over-the-counter market, as reported by The Nasdaq Stock Market, or (iii)
if the Company Common Stock is not quoted on The Nasdaq Stock Market, a day
on which the Company Common Stock is quoted in the over-the-counter market
as reported by the National Quotation Bureau Incorporated (or any similar
organization or agency succeeding to its functions of reporting prices).
SECTION 2. Grant of Stock Option. GTS hereby grants to Barings an
irrevocable option (the "Stock Option") to purchase, on the terms and
subject to the conditions hereof, for $11.00 per share (the "Exercise
Price") in cash up to 181,818 shares (the "Option Shares") of Company
Common Stock Beneficially Owned by GTS. The Exercise Price and number of
Option Shares shall be subject to adjustment as provided in Sections 3(d)
or 5 below.
SECTION 3. Exercise of Stock Option; Pre-empted Transfers; Compelled
Secondary Offering.
(a) Barings or its designee may, subject to the provisions of this
Section 3, exercise the Stock Option, in whole or in part, at any time or
from time to time, prior to the Termination Date. "Termination Date" shall
mean 10:00 p.m. London time on the date that is the 60th day from the
Closing Date, as such term is defined in the Purchase Agreement, or such
later date as may be specified pursuant to Section 3(d) below.
Notwithstanding the occurrence of the Termination Date, Barings shall be
entitled to purchase Option Shares pursuant to any exercise of the Stock
Option, on the terms and subject to the conditions hereof, to the extent
Barings exercised the Stock Option prior to the occurrence of the
Termination Date.
(b) Barings may purchase Option Shares pursuant to the Stock Option
only if all of the following conditions are satisfied: (i) no preliminary
or permanent injunction or other order issued by any federal or state court
of competent jurisdiction in the United States shall be in effect
prohibiting delivery of the Option Shares, (ii) any applicable waiting
period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as
amended (the "HSR Act") shall have expired or been terminated and (iii) any
prior notification to or approval of any other regulatory authority in the
U.S. or elsewhere required in connection with such purchase shall have been
made or obtained other than those which if not made or obtained would not
reasonably be expected to result in a significant detriment to GTS, or to
the Company and its Subsidiaries, taken as a whole or would otherwise
prevent the parties from performing, in all material respects, their
obligations hereunder.
(c) If Barings shall be entitled to and wishes to exercise the Stock
Option, it or its designee shall do so by giving GTS written notice (the
"Stock Exercise Notice") to such effect, specifying the number of Option
Shares to be purchased and a place and closing date not earlier than five
(5) calendar days nor later than fifteen (15) calendar days from the date
of such Stock Exercise Notice. If the closing cannot be consummated on such
date because any condition to the purchase of Option Shares has not been
satisfied or as a result of any restriction arising under any applicable
law or regulation, the closing shall occur five (5) calendar days (or such
earlier time as Barings or its designee may specify) after satisfaction of
all such conditions and the cessation of all such restrictions; provided,
however, that if the closing has not occurred within 180 calendar days of
the giving of the Stock Exercise Notice, then the particular exercise of
the Stock Option shall be deemed to be null and void and the Stock Option
unexercisable as to the Option Shares covered thereby.
(d) If as of the Termination Date, the sum of (x) the Purchase Price
and (y) the aggregate consideration paid or payable for (1) the number of
Option Shares theretofore purchased by Barings, plus (2) the aggregate
number of shares of Company Common Stock theretofore purchased by Alfa and
CIG pursuant to the Alfa Stock Option Agreement and the CIG Stock Option
Agreement, respectively, plus (3) the number of Option Shares covered by
any Stock Exercise Notice(s) theretofore delivered by Barings or its
designees as to which closing on the related sale and purchase has not
occurred other than as a result of default by Barings plus (4) the
aggregate number of shares of Company Common Stock covered by an exercise
of the Alfa Stock Option or the CIG Stock Option theretofore delivered by
Alfa or CIG, respectively or their respective designees, in each case as to
which closing on the related sale and purchase has not occurred other than
as a result of default by Alfa or CIG, respectively, shall equal or exceed
$140,000,000, the Termination Date shall automatically be extended without
further act or evidence to the date that is one year from the Closing Date;
provided, however, that with respect to any purchase of Option Shares
pursuant to Stock Exercise Notices delivered after the original Termination
Date, the Exercise Price shall be a price per share equal to the greater of
(i) $11.00 and (ii) the product of (A) 1.2 and (B) the moving average of
the Per Share Market Value of such shares for the sixty (60) Trading Days
immediately preceding (and excluding) the date that Barings or its designee
delivers the related Stock Exercise Notice (the "Revised Exercise Price").
If with respect to any shares of Company Common Stock described in
subclauses (3) and (4) of the preceding sentence, the closing shall not
have occurred within the time permitted by Section 3(c) above in the case
of the Option Shares and by Section 3(c) of the Alfa Stock Option Agreement
and Section 3(c) of the CIG Stock Option Agreement in the case of the
shares described in such subclauses (3) and (4) and as a result, as of such
time the Purchasers in the aggregate shall have paid GTS less than
$140,000,000 in the aggregate for shares of Company Common Stock purchased
and sold pursuant to the Purchase Agreement and pursuant to exercises of
the Purchaser Stock Options, the extension of the Termination Date shall be
deemed rescinded immediately, as of and at such time and without further
act or evidence.
(e) At any closing pursuant to Section 3(c) or (d) hereof, Barings or
its designee shall make payment by wire transfer of immediately available
funds to the account or accounts designated by GTS of the aggregate
purchase price for the Option Shares to be purchased and GTS shall deliver
to Barings or its designee a certificate representing the purchased Option
Shares, duly endorsed in blank for transfer or accompanied by written
instruments of transfer in form satisfactory to the purchaser, duly
executed by GTS.
(f) (i) If the Termination Date shall be extended pursuant to Section
3(d) above, then, if at any time after the original Termination Date, GTS
intends to sell, transfer, write options on or otherwise convey (when used
as a verb, "Transfer" and any sale, transfer, writing of options on or
other conveyance, a "Transfer"), Beneficial Ownership of any shares of
Company Common Stock, then not fewer than thirty (30) calendar days prior
to consummating such Transfer, GTS must provide a written notice of such
intention to Barings, which notice (the "Notice of Proposed Transfer") will
set forth the number of shares of Company Common Stock that GTS intends to
Transfer (the "Transfer Shares"). The Notice of Proposed Transfer shall
constitute an offer by GTS, which shall be irrevocable for a period of
fifteen (15) calendar days following receipt of such notice by Barings, to
permit Barings or its designee to purchase such shares for cash at the
Revised Exercise Price by delivering a written notice (the "Notice of
Pre-empted Transfer") that Barings or its designee desires to purchase the
Transfer Shares at such price. Barings shall have the absolute right to
purchase up to 8% of the number of shares (rounded down to the nearest
whole number) identified in the Notice of Proposed Transfer and a
contingent right to purchase the balance of such shares as provided in the
following sentence. In any Notice of Pre-empted Transfer, Barings may
exercise its contingent purchase right by indicating that should fewer than
all of the balance of the shares set forth in the Notice of Proposed
Transfer be accepted for purchase pursuant to Notices of Pre-empted
Transfer delivered by Alfa and/or CIG pursuant to Section 3(f)(i) of the
Alfa Stock Option Agreement and the GIG Stock Option Agreement,
respectively, it desires to purchase some or all such shares; in which case
the number of shares to be purchased and sold pursuant to Section 3(f)(ii)
below shall be adjusted accordingly should Alfa and/or CIG accept for
purchase pursuant to Notices of Pre-empted Transfer fewer than the number
of shares allocated for their purchase in the Notices of Proposed Transfer
delivered to them pursuant to Section 3(f)(i) of the Alfa Stock Option
Agreement and the CIG Stock Option Agreement, respectively.
(ii) The consummation of such purchase shall take place on such date,
not later than sixty (60) calendar days after receipt of the Notice of
Pre-empted Transfer by GTS, as Barings or its designee shall specify. Upon
the consummation of such purchase, (A) GTS shall deliver the certificate or
certificates evidencing the Transfer Shares so purchased duly endorsed in
blank for Transfer or accompanied by written instruments of Transfer in
form satisfactory to the purchaser, duly executed by GTS, free and clear of
any Claims, except for restrictions imposed by the New Shareholders
Agreement; and (B) the purchaser shall simultaneously with the delivery of
the certificate or certificates evidencing the Transfer Shares so purchased
pay to GTS the aggregate Revised Exercise Price of such shares by wire
transfer of immediately available funds to an account or accounts
designated by GTS.
(iii) Barings shall have no obligation to deliver a Notice of
Pre-empted Transfer in response to any Notice of Proposed Transfer
delivered by GTS, and the decision as to whether to deliver any Notice of
Pre-empted Transfer shall be made by Barings in the exercise of its sole
discretion. In the event that Barings shall have received a Notice of
Proposed Transfer from GTS but neither Barings nor its designee shall have
given a Notice of Pre-empted Transfer to GTS with respect thereto prior to
the expiration of the 15-day period following receipt of such Notice of
Proposed Transfer, or in the event that Barings or its designee shall have
timely given a Notice of Pre-empted Transfer but the purchase and sale of
the subject Transfer Shares shall not have been consummated (through no
fault of GTS) within the applicable 60-day period following delivery of the
Notice of Pre-empted Transfer, as the case may be, then GTS may Transfer
any of the subject Transfer Shares specified in the particular Notice of
Proposed Transfer free of any further obligation hereunder; provided
however, if such Transfer is not consummated within sixty (60) calendar
days of the expiration of the applicable period referred to above, GTS must
again comply with the procedures set forth in this Section 3(f).
(iv) Notwithstanding anything to the contrary contained in this
Agreement, as of the Termination Date (which shall be the one year
anniversary of the Closing if the Termination Date is extended pursuant to
Section 3(d) above), GTS shall have no obligation to deliver any Notice of
Proposed Transfer under this Section 3(f) and may freely Transfer any
shares of Company Common Stock held by it or its affiliates to a third
Person without compliance with the obligations set forth in this Section
3(f).
(g) Notwithstanding anything to the contrary contained in this
Agreement, after the Termination Date, nothing in this Agreement shall
prohibit or prevent GTS or its affiliates from freely Transferring any
Shares held by them to a third Person.
SECTION 4. Representations and Warranties of GTS. GTS hereby
represents and warrants to Barings as follows:
(a) All of the Option Shares and/or Transfer Shares to be purchased
and sold pursuant to the Stock Option or otherwise pursuant to Section 3
have been duly authorized, validly issued, fully paid and nonassessable,
and shall be delivered free and clear of all Claims, except for Claims
arising under the New Shareholders Agreement.
(b) The Board of Directors of the Company has approved of all
transactions contemplated hereby pursuant to Section 203 of the Delaware
General Corporation Law, and otherwise taken the necessary actions to make
inapplicable any other applicable antitakeover statute or similar statute
or regulation, to the acquisition of the Option Shares and/or the Transfer
Shares pursuant to this Agreement.
SECTION 5. Adjustment upon Changes in Capitalization or Merger.
---------------------------------------------------
(a) In the event of any change in the outstanding shares of Common
Stock by reason of a stock dividend, stock split, split-up, merger,
consolidation, recapitalization, combination, conversion, exchange of
shares, extraordinary or liquidating dividend or similar transaction which
would have the effect of diluting Barings' rights hereunder, the type and
number of shares or securities purchasable upon the exercise of the Stock
Option or upon delivery of a Notice of Proposed Transfer and the Exercise
Price or Revised Exercise Price, as applicable, shall be adjusted
appropriately, and proper provision will be made in the agreements
governing such transaction, so that Barings or its designee will receive
upon exercise of the Stock Option or upon purchase of Transfer Shares the
number and class of shares or other securities or property that Barings or
its designee would have received in respect of the Option Shares or
Transfer Shares had the Stock Option been exercised or the Transfer Shares
been purchased immediately prior to such event or the record date therefor,
as applicable.
(b) Without limiting the foregoing, whenever the number of Option
Shares purchasable upon exercise of the Stock Option or the number of
Transfer Shares purchasable following delivery of a Notice of Proposed
Transfer is adjusted as provided in his Section 5, the Exercise Price or
Revised Exercise Price shall be adjusted by multiplying the Exercise Price
or Revised Exercise Price by a fraction, the numerator of which is equal to
the number of Option Shares or Transfer Shares purchasable prior to the
adjustment and the denominator of which is equal to the number of Option
Shares or Transfer Shares purchasable after the adjustment.
SECTION 6. Further Assurances; Remedies.
----------------------------
(a) Until the original Termination Date, GTS agrees to maintain, free
and clear of any Claims, except for those arising under the New
Shareholders Agreement, sole Beneficial Ownership of at least 181,818
shares of Company Common Stock.
(b) GTS agrees not to enter into any agreement, arrangement or
understanding that conflicts with its obligations under this Agreement.
(c) Upon the terms and subject to the conditions hereof, each of the
parties hereto shall (i) make promptly its respective filings, and
thereafter make any other reasonable submissions, under the HSR Act with
respect to the transactions contemplated by this Agreement, (ii) in the
event that prior notification to or approval of any other regulatory
authority in the U.S. or elsewhere is necessary before the Stock Option may
be exercised or Transfer Shares may be purchased, cooperating with the
other party or, in the case of Barings, its designee, in preparing and
processing the required notices or applications in order to permit Barings
or its designee to exercise the Stock Option and purchase Option Shares
pursuant to such exercise or purchase Transfer Shares following delivery of
a Notice of Proposed Transfer, and (iii) use its reasonable best efforts to
take, or cause to be taken, all appropriate action, and to do, or cause to
be done, all things necessary, proper or advisable under applicable laws
and regulations to consummate and make effective the transactions
contemplated by this Agreement.
(d) The parties agree that Barings or its designee would be
irreparably damaged if for any reason GTS failed to sell and deliver any of
the shares of Company Common Stock deliverable pursuant to Section 3 hereof
(or other securities or property deliverable pursuant to Section 5 hereof)
upon exercise of the Stock Option or following delivery of a Notice of
Proposed Transfer, as applicable, or to perform any of its other
obligations under this Agreement, and that Barings or its designee would
not have an adequate remedy at law for money damages in such event.
Accordingly, Barings or its designee shall be entitled to specific
performance and injunctive and other equitable relief to enforce the
performance of this Agreement by GTS. Accordingly, if Barings or its
designee should institute an action or proceeding seeking specific
enforcement of the provisions hereof, GTS hereby waives the claim or
defense that Barings or its designee has an adequate remedy at law and
hereby agrees not to assert in any such action or proceeding the claim or
defense that such a remedy at law exists. GTS further agrees to waive any
requirements for the securing or posting of any bond in connection with
obtaining any such equitable relief. This provision is without prejudice to
any other rights that Barings or its designee may have against GTS for any
failure to perform its obligations under this Agreement.
SECTION 7. Miscellaneous.
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(a) Amendments; Entire Agreement. This Agreement may not be modified,
amended, altered or supplemented, except upon the execution and delivery of
a written agreement executed by the parties hereto. This Agreement,
together with the Purchase Agreement (including any exhibits and schedules
thereto), the Confidentiality Agreement, the Purchasers' Ancillary
Agreements and the Seller's Ancillary Agreements, contains the entire
agreement between the parties hereto with respect to the subject matter
hereof and supersedes all prior and contemporaneous agreements and
understandings, oral or written, with respect to such transactions.
(b) Termination. This Agreement shall terminate on the first-year
anniversary of the Closing Date; provided, however, that the termination of
this Agreement shall not relieve any party from (i) any of their
obligations which accrued pursuant to this Agreement prior to such
termination or (ii) any breach of this Agreement.
(c) Notices. All notices, requests and other communications to either
party hereunder shall be in writing (including facsimile or similar
writing) and shall be given,
(i) if to Cavendish Nominees Limited:
c/o International Private Equity Services
00-00 Xxxxxxxx Xxxx XX Xxx 000
Xx. Xxxxx Xxxx
XX0 0XX, Xxxxxxxx
Facsimile No.: x00 (0)0000 000 000
Attn.: Xxx. Xxxxxx Xxxxxx
with a copy to:
Baring Vostok Capital Partners
10 Uspenski Xxxxxxxx
000000 Xxxxxx, Xxxxxx
Facsimile No.: 7095 967 1308
Attn.: Xxxxxxx Xxxxxx
and to:
Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx
00 Xxxx Xxxx
Xxxxxx
XX0X 0XX
Facsimile: x00 (00) 0000 0000
Attn.: Xxxxx Xxxxxxxxx
(ii) if to First NIS Regional Fund SICAV:
x/x Xxxx xx Xxxxxxx Xxxxxxxxxx
00 Xxx Xxxxxx
X-0000, Xxxxxxxxxx
Facsimile No.: x00 0 00 00 00 000
Attn.: Xxxxxxxxx Tourney
with a copy to:
Baring Vostok Capital Partners
10 Uspenski Xxxxxxxx
000000 Xxxxxx, Xxxxxx
Facsimile No.: 7095 967 1308
Attn.: Xxxxxxx Xxxxxx
and to:
Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx
00 Xxxx Xxxx
Xxxxxx
XX0X 0XX
Facsimile: x00 (00) 0000 0000
Attn.: Xxxxx Xxxxxxxxx
(iii) if to GTS, to:
Global TeleSystems Europe Holdings B.V.
Avioport
Xxxxx van de Xxxxxxxxxx 000
0000 XX Xxxxxxxx Xxxxxx
Xxxxxxxxxxx
Facsimile No.: x00 00 000 00 00
Attn: General Counsel
with a copy to:
Global TeleSystems, Inc.
000 Xxxxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxx Xxxxxxx
Facsimile No.: x00 (0)00 0000 0000
Attn: General Counsel
and to:
Shearman & Sterling
0 Xxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxx Xxxxxxx
Facsimile No.: x00 (0)00 0000 0000
Attention: Xxxxxxx Xxxxxxxxx
or to such other address or facsimile number as either party may hereafter
specify for the purpose by notice to the other party hereto. Each such
notice, request or other communication shall be effective (i) if given by
facsimile, when such facsimile is transmitted to the facsimile number
specified in this Section and the appropriate facsimile confirmation is
received or (ii) if given by any other means, when delivered at the address
specified in this Section.
(d) Expenses. Each party hereto shall pay its own expenses incurred in
connection with this Agreement, except as otherwise specifically provided
herein and without limiting anything contained in the Purchase Agreement.
(e) Severability. If any term, provision, covenant or restriction of
this Agreement is held to be invalid, void or unenforceable, the remainder
of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.
(f) Governing Law; Jurisdiction. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York without
regard to principles of conflicts of law. Any suit, action or proceeding
seeking to enforce any provision of, or based on any matter arising out of
or in connection with, this Agreement or the transactions contemplated
hereby may be brought in any federal or state court located in the State of
New York, County of New York and each of the parties hereby consents to the
jurisdiction of such courts (and of the appropriate appellate courts
therefrom) in any such suit, action or proceeding and irrevocably waives,
to the fullest extent permitted by law, any objection which it may now or
hereafter have to the laying of the venue of any such suit, action or
proceeding in any such court or that any such suit, action or proceeding
which is brought in any such court has been brought in an inconvenient
forum. Process in any such suit, action or proceeding may be served on any
party anywhere in the world, whether within or without the jurisdiction of
any such court. Without limiting the foregoing, each party agrees that
service of process on such party as provided in Section 7(c) hereof shall
be deemed effective service of process on such party.
(g) Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
(h) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement. This Agreement may be executed
by facsimile signatures and such signature shall be deemed binding for all
purposes hereof, without delivery of an original signature being thereafter
required.
(i) Headings. The section headings herein are for convenience only and
shall not affect the construction hereof.
(j) Assignment. This Agreement shall be binding upon each party hereto
and such party's successors and assigns. This Agreement shall not be
assignable by any party hereto (except as set forth herein), but may be
assigned by Barings or GTS in whole or in part to any direct or indirect
affiliate of such party, provided that such party shall remain liable for
any obligations so assigned. Furthermore, in any Stock Exercise Notice or
Notice of Pre-emptive Transfer, Barings may designate any one or both of
the other Purchasers or any of their respective direct or indirect
Subsidiaries or any other Person as the purchaser of all or any portion of
the Option Shares or Transfer Shares subject to such notice, in which case
Barings shall be released from any liability with respect to the obligation
of the designee(s) to complete the purchase of such shares, provided such
designation was made in good faith.
(k) Currency. Unless otherwise specified in this Agreement, all
references to currency, monetary values and dollars set forth herein shall
mean United States (U.S.) dollars and all payments hereunder shall be made
in United States dollars.
(l) Survival. All representations, warranties and covenants contained
herein shall survive the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby.
[signature page follows]
IN WITNESS WHEREOF, GTS and Barings have caused this Agreement to be
duly executed as of the day and year first above written.
CAVENDISH NOMINEES LIMITED
By: /s/
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Name:
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Title:
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FIRST NIS REGIONAL FUND SICAV
By: /s/
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Name:
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Title:
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By: /s/
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Name:
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Title:
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GLOBAL TELESYSTEMS EUROPE HOLDINGS B.V.
By: /s/
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Name:
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Title:
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