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EXHIBIT 99.2
SHARE PURCHASE AGREEMENT, dated May 10, 2001 (this "Agreement"),
between Global TeleSystems, Inc., a corporation organized under the laws of the
State of Delaware ("GTS"), and Global TeleSystems Europe B.V., a limited
liability company organized under the laws of the Netherlands ("GTS Europe").
W I T N E S S E T H:
WHEREAS, GTS owns 15,056,328 shares of the common stock, par value
$0.01 per share (the "Common Stock"), of Golden Telecom, Inc., a corporation
organized under the laws of the State of Delaware ("Golden Telecom");
WHEREAS, GTS has entered into a Purchase Agreement, dated April 2,
2001 (the "Purchase Agreement"), by and among GTS, Alfa Telecom Limited (as the
assignee of Alfa Bank Holdings Limited, "Alfa Telecom"), Capital International
Global Emerging Markets Private Equity Fund, L.P. ("Capital Global"), Cavendish
Nominees Limited ("Cavendish"), and First NIS Regional Fund SICAV (collectively,
with Alfa Telecom, Capital Global and Cavendish, the "Buyers"), pursuant to
which GTS has agreed to sell 12,195,122 shares (the "Sale Shares") of the Common
Stock to the Buyers and grant an option to the Buyers to purchase 2,272,727
shares (the "Option Shares", and together with the Sale Shares, the "Shares") of
the Common Stock on the terms and subject to the conditions set forth therein;
WHEREAS, GTS wishes to sell the Shares to GTS Europe, and GTS Europe
wishes to purchase the Shares from GTS;
WHEREAS, in connection therewith, GTS wishes to assign all of its
rights and obligations under the Purchase Agreement to GTS Europe;
WHEREAS, immediately after the consummation of the transactions
contemplated by this Agreement, GTS Europe will sell and Global TeleSystems
Europe Holdings B.V., a limited liability company organized under the laws of
the Netherlands ("GTS Holdings") will purchase the Shares, and, in connection
therewith, GTS Europe will assign all of its rights and GTS Holdings will assume
all of GTS Europe's obligations under the Purchase Agreement; and
WHEREAS, pursuant to Section 8.2 of the Purchase Agreement, the
Buyers have consented to such assignment;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements and covenants hereinafter set forth, the parties hereby agree as
follows:
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ARTICLE I
PURCHASE AND SALE
SECTION 1.01. Purchase and Sale of the Shares. On the date hereof,
GTS hereby sells to GTS Europe, and GTS Europe hereby purchases from GTS, the
Shares.
SECTION 1.02. Purchase Price. The aggregate purchase price for the
Shares is US$154,327,362.00 (the "Purchase Price"). The parties acknowledge that
the Purchase Price shall be paid by GTS Europe through (i) a loan from GTS to
GTS Europe in an amount (the "Loan Amount") that is the lesser of (a)
$68,000,000 and (b) the amount of the Purchase Price that, together with all
other indebtedness of Golden Telecom outstanding as of the date of this
Agreement, would not exceed the net sum of plant, property and equipment set
forth on the audited consolidated balance sheet of GTI as of December 31, 2000,
under the Intercompany Loan Agreement among GTS, GTS Europe and Deutsche Bank AG
London, as Security Trustee, and that such amount shall be treated as a Loan (as
defined in the Intercompany Loan Agreement) thereunder, and (ii) an increase in
the capital account of GTS in GTS Europe in an amount equal to the Purchase
Price less the Loan Amount.
Section 1.03. Deliveries by GTS. Simultaneously with the execution
of this Agreement, GTS has delivered to GTS Europe certificates evidencing the
Shares accompanied by valid stock powers duly executed in blank, in proper form
for transfer.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF GTS
As an inducement to GTS Europe to enter into this Agreement GTS
hereby represents and warrants as follows:
SECTION 2.01. Organization, Authority and Qualification of GTS. GTS
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware and has all necessary power and authority to enter
into this Agreement, to carry out its obligations hereunder and to consummate
the transactions contemplated hereby, except where the failure to be so
organized or have such power does not adversely affect the ability of GTS to
consummate the transactions contemplated by this Agreement. The execution and
delivery of this Agreement by GTS, the performance by GTS of its obligations
hereunder and the consummation by GTS of the transactions contemplated hereby
have been duly authorized by all requisite action on the part of GTS. This
Agreement has been duly executed and delivered by GTS, and (assuming in the case
of this Agreement due authorization, execution and delivery by GTS Europe) this
Agreement constitutes a legal, valid and binding obligation of GTS enforceable
against GTS in accordance with its terms.
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SECTION 2.02. Ownership of the Shares. GTS is the beneficial and
record owner of the Shares, free and clear of all liens, encumbrances or any
other charges, excluding those created under the Purchase Agreement or otherwise
referred to in the Purchase Agreement. Upon consummation of the transactions
contemplated by this Agreement and registration of the Shares in the name of GTS
Europe in the stock records of Golden Telecom, GTS Europe will own the Shares.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF GTS EUROPE
SECTION 3.01. Authority. This Agreement has been duly executed and
delivered by GTS Europe, and (assuming in the case of this Agreement due
authorization, execution and delivery by GTS) this Agreement constitutes a
legal, valid and binding obligation of GTS Europe enforceable against GTS Europe
in accordance with its terms.
ARTICLE IV
ASSIGNMENT
SECTION 4.01. Assignment and Assumption. GTS hereby assigns,
transfers and conveys to GTS Europe, and GTS Europe hereby accepts and assumes,
all right, title and interest GTS has in and with respect to, the Purchase
Agreement and the Shareholders and Registration Rights Agreement, dated as of
December 24, 1999, by and among Golden Telecom, GTS and Capital Global (the
"Shareholders and Registration Rights Agreement"). GTS Europe hereby assumes and
agrees to perform all of GTS's obligations and liabilities with respect to the
Purchase Agreement and the Shareholders and Registration Rights Agreement. GTS
further represents and warrants that it has full authority to make the foregoing
assignment.
ARTICLE V
ADDITIONAL AGREEMENTS
SECTION 5.01. Expenses. All costs and expenses, including, without
limitation, fees and disbursements of counsel, financial advisors and
accountants, incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such costs and
expenses.
SECTION 5.02. Headings. The descriptive headings contained in this
Agreement are for convenience of reference only and shall not affect in any way
the meaning or interpretation of this Agreement.
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SECTION 5.03. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any law or
public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party.
SECTION 5.04. No Third Party Beneficiaries. This Agreement shall be
binding upon and inure solely to the benefit of the parties hereto and their
permitted assigns and nothing herein, express or implied, is intended to or
shall confer upon any other person or entity any legal or equitable right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement.
SECTION 5.05. Reasonable Best Efforts. Upon the terms and subject to
the conditions hereof, each of the parties hereto 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.
SECTION 5.06. Counterparts. This Agreement may be executed in one or
more counterparts, and by the different parties hereto in separate counterparts,
each of which when executed shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement.
SECTION 5.07. Governing Law; Choice of Forum. This Agreement shall
be governed by, and construed in accordance with, the laws of the State of New
York, applicable to contracts executed in and to be performed entirely within
that state. 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.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first written above by their respective officers or
representatives thereunto duly authorized.
GLOBAL TELESYSTEMS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Executive Vice President; CAO;
General Counsel; and Corporate
Secretary
GLOBAL TELESYSTEMS EUROPE B.V.
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: Member of Management Board
