EXHIBIT 99.6
EXHIBIT H
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AMENDMENT TO
SHAREHOLDERS AND REGISTRATION RIGHTS AGREEMENT
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AMENDMENT, dated as of ___________, 2001 (the "Amendment"), to
the Shareholders and Registration Rights Agreement (the "Agreement") dated
as of December 24, 1999, by and among Golden Telecom, Inc., a Delaware
corporation (the "Company"), Global TeleSystems, Inc. (formerly known as
Global TeleSystems Group, Inc.), a Delaware corporation ("GTS") and Capital
International Global Emerging Markets Private Equity Fund, L.P., a Delaware
limited partnership ("Investor").
RECITALS
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A. GTS has sold an aggregate of 12,195,122 shares of the
Company's common stock, par value $.01 per share ("Common Stock"), in a
private placement to the Investor (the "Private Placement") pursuant to a
Share Purchase Agreement dated April 2, 2001 (the "Purchase Agreement").
B. In order to induce the Investor and other investors to enter
into the Purchase Agreement, GTS has granted to each of the Investor and
such other investors an option (an "Option") to purchase additional shares
of Common Stock of the Company held by GTS.
C. In connection with the Private Placement, the parties to the
Purchase Agreement are entering into a Shareholders Agreement in order to
set forth the terms and conditions of agreements between them regarding
certain rights and restrictions with respect to the shares of Common Stock
held by them and the management of the Company (the "New Shareholders
Agreement").
D. The parties hereto desire to: (i) amend certain provisions of
the Agreement relating to the registration rights held by the Investor, and
(ii) terminate the effectiveness of certain provisions of the Agreement
that will be superseded and replaced by corresponding provisions of the New
Shareholders Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
promises and covenants contained herein, the parties hereby agree as
follows:
1. The definition of "Registrable Securities" contained in
Section 1 of the Agreement shall be amended and restated to read in its
entirety as follows:
" 'REGISTRABLE SECURITIES' means (i) the shares of Common Stock
acquired by the Investor pursuant to that certain Subscription
Agreement dated November 13, 1999 between the Company and the Investor
and that certain Share Purchase Agreement dated March 31, 2001 by and
between Global TeleSystems, Inc., Alfa Telecom Limited, Capital
International Global Emerging Markets Private Equity Fund, L.P.,
Cavendish Nominees Limited and First NIS Regional Fund SICAV, (ii) any
shares of Common Stock issued or issuable to Investor upon the
exercise of the options granted under any of those certain Stock
Option Agreements dated as of April ___, 2001 by and between GTS and
each of (x) Alfa Telecom Limited, (y) Capital International Global
Emerging Markets Private Equity Fund, L.P., and (z) Cavendish Nominees
Limited and First NIS Regional Fund SICAV and (iii) any securities
issued or issuable with respect to the shares of Common Stock
described in sub-clauses (i) and (ii) above by way of a stock dividend
or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization, until
in each case such shares of Common Stock or other securities are not
Restricted Securities as defined in Section 2."
2. Section 5(r) of the Agreement shall be amended and restated to
read in its entirety as follows:
"(r) take such other reasonable steps that are necessary or
advisable to permit the sale of such Registrable Securities, including
without limitation making the appropriate management personnel
available for roadshows and other meetings with investors and any
other actions as may be reasonably requested by the Investors and the
underwriters."
3. Sections 9, 10, 11 and 13 shall be deleted from the Agreement
and shall have no further force or effect, and Sections 12 and 14 (and any
related cross-references) shall be re-numbered accordingly.
4. Section 12 of the Agreement (as re-numbered to be Section 9)
shall be amended and restated to read in its entirety as follows:
"9. TERMINATION
This Agreement shall expire on the date on which all of the
Registrable Securities are, based on an opinion of counsel reasonably
acceptable to the Investor, eligible for sale by the Investor pursuant
to Rule 144(k) (or any successor provision)."
5. The Agreement, as amended hereby, shall remain in force and
effect, and the parties shall adhere to and be bound by the terms of the
Agreement, as amended hereby.
6. Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Agreement.
7. This Amendment to the Agreement shall be governed, construed
and interpreted in accordance with the laws of the State of New York
(without regard to the conflicts of laws principles thereof).
[signature page follows]
IN WITNESS WHEREOF, the parties hereto, by their duly authorized
representatives, have executed and delivered this Amendment to the
Agreement in one or more counterparts, each of which shall be an original
but which together shall constitute one and the same instrument, all as of
the date first written above.
CAPITAL INTERNATIONAL GLOBAL EMERGING
MARKETS PRIVATE EQUITY FUND, L.P.
By CAPITAL INTERNATIONAL INC., General Partner
By
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Name:
Title:
GOLDEN TELECOM, INC.
By
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Name:
Title:
GLOBAL TELESYSTEMS, INC.
By
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Name:
Title:
