EXHIBIT 4.2
EXECUTION COPY
AMENDMENT NO. 1 TO
SHAREHOLDERS AGREEMENT
This AMENDMENT NO. 1 (this "Amendment") with respect to the
Shareholders Agreement (the "Agreement") dated August 26, 2004, between
Moskovskaya Telecommunikatsionnaya Corporatsiya, an open joint stock company
organized under the laws of the Russian Federation ("COMCOR"), and Columbus Nova
Investments VIII Ltd., a Bahamas company ("CNI" and together with COMCOR, the
"Parties" and each individually, a "Party"), is made and entered into by the
Parties as of December 1, 2004. Capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the Agreement.
WHEREAS, as a result of the application of the National Association of
Securities Dealers, Inc. Rule 4351 and the related amendment to the Subscription
Agreement, the voting rights of the Series B Preferred Stock may be less than
one (1) vote per share; and
WHEREAS, the Parties would like to amend the Agreement to express their
mutual understanding as to effect of this change in the voting rights of the
Series B Preferred Stock on the interpretation and implementation of the
Agreement, in accordance with the terms and conditions of this Amendment;
NOW, THEREFORE, in consideration of the mutual agreements herein
contained and intending to be legally bound hereby, the Parties agree as
follows:
1. Amendment
For the avoidance of doubt, any reduction in the voting rights of the
Series B Preferred Stock pursuant to the application of Rule 4351 shall
not be deemed a reduction in the number of corresponding Voting Shares
for purposes of Sections 2 and 6 of the Agreement, it being understood
that this sentence will no longer be relevant once CNI has converted
all of its shares of Series B Preferred Stock. Furthermore, any shares
that CNI may be deemed to beneficially own as a result of the proxies
it is being given by other shareholders in the Company to make up the
shortfall in votes caused by the application of Rule 4351 shall not be
considered as owned by CNI for purposes of the percentage ownership
calculations set forth in Sections 2 and 6 of the Agreement, it being
understood that this sentence will no longer be relevant once all of
such proxies have terminated. Finally, the definition of "beneficial
ownership" for purposes of the Agreement shall not be deemed to include
shares that are beneficially owned by a Party pursuant to Rule 13d-3
under the Exchange Act solely by reason of being party to the
Agreement..
2. Governing Law and Language
This Amendment shall be governed by and construed in accordance with
the laws of the State of New York without giving effect to any choice
or conflict of law provision or rule (whether of the State of New York
or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of New York. This Amendment is
written in English, and the notarized Russian language translation is
provided only for the convenience of the parties. In the case of
inconsistency or issues of interpretation between the English and
Russian texts, the English text shall control.
3. Counterparts
This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original, but all such counterparts shall
together constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date
first written above.
MOSKOVSKAYA TELECOMMUNIKATSIONNAYA CORPORATSIYA
By ________________________
Name:
Title:
COLUMBUS NOVA INVESTMENTS VIII LTD.
By ________________________
Name:
Title:
