STANDSTILL AGREEMENT
Dated as of August 19, 2003
between and among
Alfa Telecom Limited,
Xxx Telenor East Invest AS,
OAO Rostelecom,
Capital International Global Emerging Markets Private Equity Fund, L.P.,
Cavendish Nominees Limited,
First NIS Regional Fund SICAV
and
Golden Telecom, Inc.
TABLE OF CONTENTS
1. DEFINITIONS AND INTERPRETATION.......................................1
1.1 DEFINITIONS.......................................................1
1.2 INTERPRETATION....................................................3
2. STANDSTILL...........................................................4
3. TERM AND TERMINATION.................................................5
4. MISCELLANEOUS........................................................6
4.1 SPECIFIC PERFORMANCE..............................................6
4.2 WAIVERS; REMEDIES.................................................6
4.3 AMENDMENTS........................................................6
4.4 NO ASSIGNMENT; BINDING EFFECT; NO THIRD PARTY BENEFICIARIES.......6
4.5 SEVERABILITY......................................................6
4.6 FURTHER ASSURANCES................................................6
4.7 ENTIRE AGREEMENT..................................................6
4.8 NOTICES...........................................................7
4.9 GOVERNING LAW....................................................11
4.10 ARBITRATION; WAIVER OF SOVEREIGN IMMUNITY........................11
4.11 COUNTERPARTS; LANGUAGE...........................................13
STANDSTILL AGREEMENT dated as of August 19, 2003 (this "AGREEMENT") between
and among Alfa Telecom Limited, a company organized under the laws of the
British Virgin Islands ("ALFA"), Xxx Telenor East Invest AS, a company
organized under the laws of Norway ("TELENOR"), OAO Rostelecom, an open
joint stock company organized under the laws of the Russian Federation
("RTK"), Capital International Global Emerging Markets Private Equity Fund,
L.P., a limited partnership organized under the laws of Delaware ("CIG"),
Cavendish Nominees Limited, a limited liability company organized under the
laws of Guernsey ("CAVENDISH"), First NIS Regional Fund SICAV, a private
institutional fund organized under the laws of Luxembourg ("FIRST NIS" and,
together with Cavendish, collectively, "BARINGS"), and Golden Telecom,
Inc., a corporation organized under the laws of the State of Delaware,
United States of America (the "COMPANY").
WITNESSETH
WHEREAS, Telenor has agreed to sell to the Company, and the Company
has agreed to purchase from Telenor, all of the shares of capital stock of
Open Joint Stock Company "Comincom" pursuant to the Share Exchange
Agreement dated as of the date hereof between the Company and Telenor (the
"SHARE EXCHANGE AGREEMENT"); and
WHEREAS, it is a condition precedent to the obligations of the Company
and Telenor under the Share Exchange Agreement that the Company and the
Shareholders enter into this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties
hereby agree as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS
As used in this Agreement, the following terms shall have the
following meanings:
"AFFILIATE" means, with respect to any Person, any other Person who
directly or indirectly controls, or is under common control with, or is
controlled by, such Person, including, if such Person is an individual, any
relative or spouse of such Person, or any relative of such spouse of such
Person, any one of whom has the same home as such Person, and also
including any trust or estate for which any such Person or Persons
specified herein, directly or indirectly, serves as a trustee, executor or
in a similar capacity (including, without limitation, any protector or
settlor of a trust) or in which any such Person or Persons specified
herein, directly or indirectly, has a substantial beneficial interest, and
any Person who is controlled by any such trust or estate; provided always
that, in the case of CIG, an Affiliate of CIG shall include only those
Affiliates in which Capital International, Inc. holds, directly or
indirectly, through one or more intermediaries, more than a majority of the
outstanding economic ownership interests of that Person. As used in this
definition, "CONTROL" (including, with its correlative meanings,
"CONTROLLED BY" and "UNDER COMMON CONTROL WITH") means, with respect to any
Person, the possession, directly or indirectly, of power to direct or cause
the direction of management or policies (whether through ownership of
securities or partnership or other ownership interests, by contract or
otherwise) of a Person.
"ALFA" has the meaning specified in the preamble hereto.
"BARINGS" has the meaning specified in the preamble hereto.
"BOARD" means the board of directors of the Company.
"CAVENDISH" has the meaning specified in the preamble hereto.
"CIG" has the meaning specified in the preamble hereto.
"COMPANY" has the meaning specified in the preamble hereto.
"DGCL" means the General Corporation Law of the State of Delaware.
"EFFECTIVE DATE" means the latter to occur of (a) the date on which
the board of directors of RTK has ratified and approved RTK's execution of
this Agreement and the other Principal Agreements to which RTK is a party
and (b) the date on which the Closing under (and as defined in the Share
Exchange Agreement) has occurred.
"EXISTING STANDSTILL AGREEMENT" means the Standstill Agreement dated
as of September 5, 2002 between and among GTI, Alfa, RTK, CIG and Barings.
"FIRST NIS" has the meaning specified in the preamble hereto.
"GOVERNMENTAL OR REGULATORY AUTHORITY" means any court, tribunal,
arbitrator, arbitral panel or tribunal, legislature, government, ministry,
committee, inspectorate, authority, agency, commission, official or other
competent authority of any country or state, as well as any county, city or
other political subdivision of any of the foregoing.
"NON-ELECTION ISSUE" has the meaning specified in Section 2(d).
"PARTIES" means the Company, Alfa, Telenor, RTK, Cavendish, First NIS
and CIG.
"PERSON" means any natural person, corporation, partnership, limited
liability company, proprietorship, other business organization, trust,
union, association or Governmental or Regulatory Authority, whether
incorporated or unincorporated.
"PRINCIPAL AGREEMENTS" means this Agreement, the Share Exchange
Agreement, the Shareholders Agreement and the Registration Rights
Agreement.
"RTK" has the meaning specified in the preamble hereto.
"SHARE EXCHANGE AGREEMENT" has the meaning specified in the first
recital hereto.
"SHAREHOLDERS" means, collectively, Alfa, Telenor, RTK, CIG and
Barings.
"SHAREHOLDERS AGREEMENT" means the Shareholders Agreement dated as of
the date hereof between and among the Shareholders and the Company.
"TELENOR" has the meaning specified in the preamble hereto.
"TENDER OFFER" means an offer made by a Shareholder or any of its
Affiliates in accordance with Section 14 of the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder, to
purchase any and all of the issued and outstanding shares of the Company,
which, subject to Section 3.5(a)(i) and (ii) of the Shareholders Agreement,
is accepted by stockholders holding a simple majority of the issued and
outstanding shares of Voting Stock (excluding any shares of Voting Stock
held by such Shareholder and its Affiliates).
"UNCITRAL RULES" has the meaning specified in Section 4.10.
"VOTING STOCK" has, in relation to the Company, the meaning specified
in Section 203(c)(8) of the DGCL.
1.2 INTERPRETATION
Unless the context of this Agreement otherwise requires, the
following rules of interpretation shall apply to this Agreement:
(a) the singular shall include the plural, and the plural shall
include the singular;
(b) words of any gender shall include the other gender;
(c) the words "hereof", "herein", "hereby", "hereto" and similar
words refer to this entire Agreement and not to any particular Section or
any other subdivision of this Agreement;
(d) a reference to any "Article" or "Section" is a reference to a
specific Article or Section of this Agreement;
(e) a reference to any law, statute, regulation, notification or
statutory provision shall include any amendment, modification or
re-enactment thereof, any regulations promulgated thereunder from time to
time, and any interpretations thereof from time to time by any regulatory
or administrative authority;
(f) a reference to any agreement, instrument, contract or other
document shall include any amendment, amendment and restatement, supplement
or other modification thereto;
(g) a reference to any Person shall include such Person's successors
and permitted assigns under any agreement, instrument, contract or other
document; and
(h) the words "fully diluted" mean that, in calculating the number of
shares of Voting Stock or other capital stock of the Company, all issued
and outstanding shares of Voting Stock, all other shares of capital stock
of the Company and any shares of capital stock of the Company (whether or
not authorized) issuable upon the exercise, exchange or conversion of any
option, warrant, convertible security or other right must be taken into
account.
2. STANDSTILL
(a) Each Shareholder agrees that such Shareholder will not, nor will
it permit any of its Affiliates to, directly or indirectly, in any manner
acquire, or agree to acquire, any shares of Voting Stock, if the
acquisition of such shares of Voting Stock would increase the ownership of
such Shareholder and its Affiliates to more than (i) the percentage of the
shares of Voting Stock then outstanding (calculated on a fully diluted
basis) as set forth opposite each such Shareholder's name in the column
headed "Fully Diluted" below, or (ii) the percentage of the shares of
Voting Stock then outstanding (calculated on a non-fully diluted basis) set
forth opposite such Shareholder's name in the column headed "Non-Fully
Diluted" below:
Shareholder Fully Diluted Non-Fully Diluted
----------- ------------- -----------------
Alfa 43.00% 49.99%
Telenor 35.00% 40.00%
RTK 30.00% 35.00%
CIG 17.20% 20.00%
Barings 17.20% 20.00%
(b) The provisions set forth in Section 2(a) shall not apply to the
following acquisitions or circumstances:
(i) a Shareholder who acquires shares of Voting Stock in a
Tender Offer;
(ii) if the Board determines to conduct an auction of the
Company, in which case, each Shareholder may participate in such
auction on the same terms as all other bidders notwithstanding any
provisions in this Agreement to the contrary; or
(iii) if any Person other than Alfa, Telenor, RTK, CIG or
Barings or any of their respective Affiliates acquires, or has
entered into a binding agreement to acquire, beneficial ownership of
greater than fifteen (15%) of the shares of Voting Stock, as
evidenced by a Schedule 13D filing made by such Person.
(c) Each Shareholder agrees that it will not make, nor will it permit
any of its Affiliates to make, or in any way participate in, any
"solicitation" of "proxies" (as such terms are used in the proxy rules of
the United States Securities and Exchange Commission) to vote any shares of
Voting Stock in connection with the election of members of the Board (other
than proxies to vote any shares of Voting Stock beneficially owned by such
Shareholder and/or any of its Affiliates or in connection with a Tender
Offer made by such Shareholder or any of its Affiliates).
(d) Each Shareholder agrees that it will not make, nor will it permit
any of its Affiliates to make, or in any way participate in any
"solicitation" of "proxies" (as such terms are used in the proxy rules of
the United States Securities and Exchange Commission) to vote any shares of
Voting Stock, with respect to any matter, other than the election of
directors of the Company (which is governed by Section 2(c)) (a
"NON-ELECTION ISSUE"), which may be submitted to a vote of the stockholders
of the Company (other than proxies to vote any shares of Voting Stock
beneficially owned by such Shareholder and/or any of its Affiliates or in
connection with a Tender Offer made by such Shareholder or any of its
Affiliates) with respect to any such Non-Election Issue.
(e) Notwithstanding anything to the contrary contained in Section
2(a) through 3(d) (inclusive), nothing contained in this Agreement shall be
construed to prevent any Shareholder or any of its Affiliates from: (i)
making a Tender Offer; or (ii) communicating with any other holder or
holders of the Company's outstanding securities, including, without
limitation, the expression of the opinion of such Shareholder with respect
to any third-party solicitation of proxies, provided that such Shareholder
does not (A) provide to any security holder of the Company a form of proxy
or other authorization permitting such security holder (or its designee) to
vote any equity security of the Company on behalf of such Shareholder or
(B) accept from any security holder of the Company a proxy or other
authorization permitting such Shareholder (or its designee) to vote any
equity security of the Company on such security holder's behalf, provided
that clauses (A) and (B) above shall not be deemed to prevent the
solicitation of proxies to vote securities of the Company beneficially
owned by such Shareholder, as contemplated by Section 2(c) and 2(d).
3. TERM AND TERMINATION
This Agreement shall become effective on the Effective Date and
remain in effect until the earliest of:
(a) the date on which all of the Parties agree in writing to the
termination of this Agreement;
(b) the date eighteen (18) months following the Effective Date;
(c) the date on which any Person owns, individually or collectively
with its Affiliates, more than fifty percent (50%) of the issued and
outstanding shares of Voting Stock; and
(d) the voluntary or involuntary filing of a petition in bankruptcy
by or against the Company, the occurrence of an event of insolvency
affecting the Company, or the appointment of a receiver for the Company;
provided that (i) any Shareholder who, together with its Affiliates, having
once attained ownership of at least three percent (3%) or more of the
shares of Voting Stock thereafter ceases to own, together with its
Affiliates, at least three percent (3%) of the shares of Voting Stock shall
cease to be a party to, or have any rights or obligations under, this
Agreement from and after the date of the relevant Transfer or dilution; and
(ii) no Transfer, dilution or termination shall be deemed to relieve any
Shareholder of any obligations of such Shareholder under this Agreement
accruing or resulting from any breach, action or omission of such
Shareholder occurring prior to the date of such Transfer, dilution or
termination. Promptly following the date on which its board of directors
has ratified and approved RTK's execution of this Agreement, RTK shall
provide each other Party with a certified copy of an extract from the
protocol of the meeting of RTK's board of directors containing such
ratification and approval.
4. MISCELLANEOUS
4.1 SPECIFIC PERFORMANCE
The Parties hereby declare that it is impossible to measure in money
the damages that will accrue to a Party by reason of a failure by another
Party to perform any of the obligations under this Agreement. Therefore, if
any Party shall, in accordance with Section 4.10, institute any proceeding
to enforce specifically the provisions hereof, any Party against whom such
proceeding is brought hereby waives the claim or defense therein that the
Party instituting such proceeding has an adequate remedy at law or in
damages, and the Party against whom such proceeding is brought shall not
urge in any such proceeding the claim or defense that such remedy at law or
in damages exists.
4.2 WAIVERS; REMEDIES
Any term or condition of this Agreement may be waived at any time by
the Party that is entitled to the benefit thereof, but no such waiver shall
be effective unless set forth in a written instrument duly executed by or
on behalf of the Party waiving such term or condition. No waiver by any
Party of any term or condition of this Agreement, in one or more instances,
shall be deemed to be or construed as a waiver of the same or any other
term or condition of this Agreement on any future occasion. All remedies,
either under this Agreement or by law or otherwise afforded, will be
cumulative and not alternative.
4.3 AMENDMENTS
This Agreement may be amended, supplemented or modified only by a
written instrument duly executed by or on behalf of each Party.
4.4 NO ASSIGNMENT; BINDING EFFECT; NO THIRD PARTY BENEFICIARIES
Neither this Agreement nor any right, interest or obligation
hereunder may be assigned by any Party without the prior written consent of
the other Parties and any attempt to do so will be void. Subject to the
preceding sentence, this Agreement is binding upon, inures to the benefit
of and is enforceable by the Parties and their respective successors and
assigns. The terms and provisions of this Agreement are intended solely for
the benefit of each Party and their respective successors or permitted
assigns, and it is not the intention of the Parties to confer third party
beneficiary rights upon any other Person.
4.5 SEVERABILITY
If any provision of this Agreement is or shall become invalid,
illegal or unenforceable in any jurisdiction, the invalidity, illegality or
unenforceability of such provision in such jurisdiction shall not affect or
impair the validity, legality or enforceability of (a) any other provision
of this Agreement or any such other document in such jurisdiction or (b)
such provision or any other provision of this Agreement or any such other
document in any other jurisdiction.
4.6 FURTHER ASSURANCES
From time to time, at any Party's reasonable request and without
further consideration, each Party shall execute and deliver such additional
documents and take all such further action as may be reasonably necessary
or desirable to consummate and make effective, in the most expeditious
manner practicable, the transactions contemplated by this Agreement.
4.7 ENTIRE AGREEMENT
This Agreement and the other Principal Agreements will, from and
after the Effective Date, supersede all prior discussions and agreements
among the Parties with respect to the subject matter hereof and thereof and
contain the sole and entire agreement between the Parties with respect to
the subject matter hereof and thereof. For the avoidance of doubt, the
Parties acknowledge that the Existing Standstill Agreement shall remain in
full force and effect until the Effective Date, whereupon the Existing
Standstill Agreement shall terminate and be of no further force and effect.
4.8 NOTICES
All notices, requests, demands and other communications provided for
by this Agreement shall be in writing (including telecopier or similar
writing) and shall be deemed to have been duly given only if delivered
personally or by facsimile transmission or sent by courier, addressed to
the address of the relevant Party stated below or to such changed address
as such Party may have fixed by notice or, if given by telecopier, when
such telecopy is transmitted and the appropriate answerback is received:
(i) If to Alfa:
Alfa Telecom Limited
X.X. Xxx 0000
Xxxxxx Xxxxx
0xx Xxxxx
000 Xxxxxxxxxx Xxxxx
Xxxx Xxxx
Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx
Facsimile No.: x000 00 000
Attention: Xxxxx Xxxxxxxx
with a copy to:
Squire, Xxxxxxx & Xxxxxxx
2/2 Paveletskaya Square
115054 Moscow Russian Federation
Facsimile No.: x0 (000) 000-0000
Attention: Xxxxx Xxxx
(ii) If to Telenor:
Xxx Telenor East Invest AS
Xxxxxxxxxxx 00
X-0000 Xxxxxxx
Xxxxxx
Facsimile No.: x00 00 000000
Attention: Kjell Xxxxxx Xxxxxxx
with a copy to:
Advokatene i Xxxxxxx
Xxxxxxxxxxx 00
X-0000 Xxxxxxx
Xxxxxx
Facsimile No.: x00 00 00 0000
Attention: Xxxxx Xxxxxxx
and to:
Coudert Brothers LLP
00 Xxxxxx Xxxxxx
Xxxxxx, XX0X 0XX
Facsimile No.: x00 (00) 0000 0000
Attention: Xxxxx X'Xxxxxxxx
(iii) If to CIG:
c/o Capital International Global Emerging Markets
Private Equity Fund, L.P.
000 Xxxxx Xxxxx Xxxxxxx Xxxxxxxxx
Xxxx, XX 00000-0000
Facsimile No.: x0 (000) 000-0000
Attention: Xxx Xxxxx
with a copy to:
Capital International Limited
00 Xxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Facsimile No.: x00 (00) 0000-0000
Attention: Xxx Xxxxxx
and to:
Capital Research International Inc.
00 Xxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Facsimile No.: x00 (00) 0000 0000
Attention: Xxxxxx Xxxxxxx
and to:
Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx
00 Xxxx Xxxx
Xxxxxx XX0X 0XX
Facsimile No.: x00 (00) 0000 0000
Attention: Xxxxx Xxxxxxxxx
(iv) If to Cavendish Nominees Limited:
c/o International Private Equity Services
00-00 Xxxxxxxx Xxxx
XX Xxx 000
Xx. Xxxxx Xxxx XX0 0XX, Guernsey
Facsimile No.: x00 (0) 0000 000 000
Attention: Xxx. Xxxxxx Xxxxxx
with a copy to:
Baring Vostok Capital Partners
0 Xxxxxxx Xxxxxx
Xxxxx Xxxxx XX,
Xxxxx 000
Xxxxxx 000000
Xxxxxx
Facsimile No.: x0 (000) 000 0000
Attention: Xxxxxxx Xxxxxx
and to:
Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx
00 Xxxx Xxxx
Xxxxxx XX0X 0XX
Facsimile No.: x00 (00) 0000 0000
Attention: Xxxxx Xxxxxxxxx
(v) 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
Attention: Xxxxxxxxx Tourney
with a copy to:
Baring Vostok Capital Partners
0 Xxxxxxx Xxxxxx
Xxxxx Xxxxx XX,
Xxxxx 000
Xxxxxx 000000,
Xxxxxx
Facsimile No.: x0 (000) 000 0000
Attention: Xxxxxxx Xxxxxx
and to:
Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx
00 Xxxx Xxxx
Xxxxxx XX0X 0XX
Facsimile No.: x00 (00) 0000 0000
Attention: Xxxxx Xxxxxxxxx
(vi) If to the Company:
Golden Telecom, Inc.
0000 XxxXxxxxx Xxxx. XX
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
X.X.X.
Facsimile No.: x0 (000) 000-0000
Attention: General Counsel
with a copy to:
Representation Office of Golden TeleServices, Inc.
Xxxxxxxxxxxxxx Xxxxxx, 0xx Xxxxx
000000 Xxxxxx
Xxxxxx
Facsimile No.: x0 (000) 000-0000
Attention: General Counsel
(vii) If to RTK:
OAO Rostelecom Moscow,
xx. 0xx Xxxxxxxxx-Xxxxxxxx, 00
000000 Xxxxxx
Xxxxxx
Facsimile No.: x0 (000) 000-0000
Attention: Xxxxxxxxxx Xxxxxx Ivanovich
with a copy to:
Xxxxxxxx Chance CIS Limited
Xx. Xxxxxxxx-Xxxxxxxxxxxx 00/00
000000 Xxxxxx
Xxxxxxx Federation
Facsimile No.: x0 (000) 000-0000
Attention: Xxxxxx Xxxxxxx
4.9 GOVERNING LAW
This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York, United States of America, without
giving effect to any conflicts of laws principles thereof which would
result in the application of the laws of another jurisdiction.
4.10 ARBITRATION; WAIVER OF SOVEREIGN IMMUNITY
(a) Any and all disputes and controversies arising under, relating to
or in connection with this Agreement shall be settled by arbitration by a
panel of three (3) arbitrators under the United Nations Commission on
International Trade Law (UNCITRAL) Arbitration Rules then in force (the
"UNCITRAL RULES") in accordance with the following terms and conditions:
(i) In the event of any conflict between the UNCITRAL Rules and
the provisions of this Agreement, the provisions of this Agreement
shall prevail.
(ii) The place of the arbitration shall be New York, New York,
United States of America.
(iii) Where there is only one claimant party and one respondent
party, each shall appoint one arbitrator in accordance with the
UNCITRAL Rules, and the two arbitrators so appointed shall appoint
the third (and presiding) arbitrator in accordance with the UNCITRAL
Rules within thirty (30) days from the appointment of the second
arbitrator. In the event of an inability to agree on a third
arbitrator, the appointing authority shall be the International Court
of Arbitration of the International Chamber of Commerce, acting in
accordance with such rules as it may adopt for this purpose. Where
there is more than one claimant party, or more than one respondent
party, all claimants and/or all respondents shall attempt to agree on
their respective appointment(s). In the event that all claimants and
all respondents cannot agree upon their respective appointment(s)
within thirty (30) Business Days of the date of the notice of
arbitration, all appointments shall be made by the Chairman of the
International Court of Arbitration of the International Chamber of
Commerce.
(iv) The English language shall be used as the written and
spoken language for the arbitration and all matters connected to the
arbitration.
(v) The arbitrators shall have the power to grant any remedy or
relief that they deem just and equitable and that is in accordance
with the terms of this Agreement, including specific performance, and
including, but not limited to, injunctive relief, whether interim or
final, and any such relief and any interim, provisional or
conservatory measure ordered by the arbitrators may be specifically
enforced by any court of competent jurisdiction. Each Party retains
the right to seek interim, provisional or conservatory measures from
judicial authorities and any such request shall not be deemed
incompatible with the agreement to arbitrate or a waiver of the right
to arbitrate.
(vi) The award of the arbitrators shall be final and binding on
the Parties.
(vii) The award of the arbitrators may be enforced by any court
of competent jurisdiction and may be executed against the person and
assets of the losing party in any competent jurisdiction.
(b) Except for arbitration proceedings pursuant to Section 4.10(a),
no action, lawsuit or other proceeding (other than the enforcement of an
arbitration decision, an action to compel arbitration or an application for
injunctive relief or other interim, provisional or conservatory measures in
connection with the arbitration) shall be brought by or between the Parties
in connection with any matter arising out of or in connection with this
Agreement.
(c) Each Party other than CIG irrevocably appoints CT Corporation
System, located on the date hereof at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000, XXX, and CIG irrevocably appoints Capital
International Research, Inc., located on the date hereof at 000 Xxxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 10111, USA, Attn: General Counsel,
as its true and lawful agent and attorney to accept and acknowledge service
of any and all process against it in any judicial action, suit or
proceeding permitted by this Section 4.10, with the same effect as if such
Party were a resident of the State of New York and had been lawfully served
with such process in such jurisdiction, and waives all claims of error by
reason of such service, provided that the Party effecting such service
shall also deliver a copy thereof on the date of such service to the other
Parties by facsimile as specified in Section 4.8. Each Party will enter
into such agreements with such agent as may be necessary to constitute and
continue the appointment of such agent hereunder. In the event that any
such agent and attorney resigns or otherwise becomes incapable of acting,
the affected Party will appoint a successor agent and attorney in New York
reasonably satisfactory to each other party, with like powers. Each Party
hereby irrevocably submits to the non-exclusive jurisdiction of the United
States District Court for the Southern District of New York and of any New
York state court sitting in New York City, in connection with any such
action, suit or proceeding, and agrees that any such action, suit or
proceeding may be brought in such court, provided, however, that such
consent to jurisdiction is solely for the purpose referred to in this
Section 4.10 and shall not be deemed to be a general submission to the
jurisdiction of said courts of or in the State of New York other than for
such purpose. Each Party hereby irrevocably waives, to the fullest extent
permitted by law, any objection that it may now or hereafter have to the
laying of the venue of any such action, suit or proceeding brought in such
a court and any claim that any such action, suit or proceeding brought in
such a court has been brought in an inconvenient forum. Nothing herein
shall affect the right of any Party to serve process in any other manner
permitted by law or to commence legal proceedings or otherwise proceed
against any other Party in any other jurisdiction in a manner not
inconsistent with this Section 4.10.
(d) Each Party hereby represents and acknowledges that it is acting
solely in its commercial capacity in executing and delivering this
Agreement and in performing its obligations hereunder, and each such Party
hereby irrevocably waives with respect to all disputes, claims,
controversies and all other matters of any nature whatsoever that may arise
under or in connection with this Agreement and any other document or
instrument contemplated hereby, all immunity it may otherwise have as a
sovereign, quasi-sovereign or state-owned entity (or similar entity) from
any and all proceedings (whether legal, equitable, arbitral, administrative
or otherwise), attachment of assets, and enforceability of judicial or
arbitral awards.
4.11 COUNTERPARTS; LANGUAGE
This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same instrument. This Agreement is being executed in
both an English language version and a Russian language version. In the
event of any discrepancy between the English language version and the
Russian language version of this Agreement or any disagreement among the
Parties as to the meaning or interpretation of any part of this Agreement,
the English language version of this Agreement shall prevail.
IN WITNESS WHEREOF, the Parties have executed this Standstill
Agreement as of the date first written above.
The Shareholders
----------------
ALFA TELECOM LIMITED
By
-------------------------------
Name:
Title:
XXX TELENOR EAST INVEST AS
By
-------------------------------
Kjell Xxxxxx Xxxxxxx
Attorney-in-Fact
OPEN JOINT STOCK COMPANY
ROSTELECOM
By
-------------------------------
Name:
Title:
CAPITAL INTERNATIONAL GLOBAL
EMERGING MARKETS PRIVATE EQUITY
FUND, L.P.
By
-------------------------------
Name:
Title:
FIRST NIS REGIONAL FUND SICAV
By
-------------------------------
Name:
Title:
By
-------------------------------
Name:
Title:
CAVENDISH NOMINEES LIMITED
By
-------------------------------
Name:
Title:
The Company
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GOLDEN TELECOM, INC.
By
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Xxxxxxxxx Xxxxxxxxxx
President and Chief Executive
Officer
