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EXHIBIT 10.8
AMENDMENT TO
SHAREHOLDERS AND REGISTRATION RIGHTS AGREEMENT
AMENDMENT, dated as of May 11, 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 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"), and Capital International Global Emerging Markets Private Equity Fund,
L.P., a Delaware limited partnership ("Investor").
RECITALS
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 and other investors (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superseded and replaced by corresponding provisions of the New Shareholders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 April 2, 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 May 11, 2001 by and
between GTS and each of (x) Alfa Telecom Limited (as assignee of
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Alfa Bank Holdings 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]
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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 Europe Holdings B.V.
By:
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Name:
Title:
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