EX-10.1






	 	 	 
	
 
	 	GOLDEN TELECOM INC.

EDN SOVINTEL LLC

and

GTS FINANCE INC.
	as Original Borrowers and Original Guarantors

	
 
	 	arranged by

CITIBANK N.A., London Branch

and

ING BANK N.V.

as Arranger

with

CITIBANK INTERNATIONAL PLC

acting as Agent
	
 
	 	AMENDMENT AND RESTATEMENT AGREEMENT

RELATING TO A TERM FACILITY AGREEMENT

DATED 25 JANUARY 2007 AS PREVIOUSLY AMENDED AND

RESTATED ON 22 MARCH 2007.
	
 
	 	 






	 	 	 
	CONTENTS

	Clause

	 	Page






1. Definitions And Interpretation



2. Amendment



3. Continuity And Further Assurance



4. Miscellaneous



5. Governing Law



Schedule 1 The Original Obligors



1




THIS AGREEMENT is dated 20 November 2007 and made between:




	(1)	 	GOLDEN TELECOM INC. (the “Company”);






	(2)	 	THE SUBSIDIARIES of the Company listed in Schedule 1 (The Original Obligors) as
original borrowers (together with the Company the “Original Borrowers”);






	(3)	 	THE SUBSIDIARIES of the Company listed in Schedule 1 (The Original Obligors) as
original guarantors (together with the Company the “Original Guarantors”);






	(4)	 	CITIBANK INTERNATIONAL PLC as agent of the other Finance Parties (the “Agent”).





IT IS AGREED as follows:



RECITALS




	(A)	 	By a term facility agreement dated 25 January 2007 as amended and restated on 22
March 2007 between the Company, the Original Borrowers, the Original Guarantors, the Arranger,
the Original Lenders and the Agent, a term facility was made available on the terms and
conditions thereof (the “Term Facility Agreement”).






	(B)	 	By a letter dated 2 November 2007 the Company had, on behalf of itself and the other
Obligors, inter alia, requested the Majority Lenders to amend Clause 21.14 (Loans and
Guarantees) of the Term Facility Agreement as set out in Clause 2 (Amendment) below.






	(C)	 	The Majority Lenders and the Obligors have agreed to amend and restate the Term
Facility Agreement upon the terms set out below in order to specifically amend Clause 21.14
(Loans and Guarantees) of the Term Facility Agreement.






	(D)	 	In accordance with Clauses 25.7 (Majority Lenders’ Instructions) and 34.1 (Required
consents) of the Term Facility Agreement, the Agent has executed this Agreement on behalf of
the Finance Parties pursuant to instructions issued by the Majority Lender on or before 9
November 2007.





IT IS AGREED as follows:




	1.	 	DEFINITIONS AND INTERPRETATION






	1.1	 	Definitions






In this Agreement:




"Effective Date” means 9 November 2007.




"Restated Agreement” means the Term Facility Agreement, as amended and restated by this
Agreement.




	1.2	 	Incorporation of Defined Terms






Terms defined in the Term Facility Agreement shall, unless otherwise defined herein, have
the same meaning herein and the principles of construction set out in the Term Facility
Agreement shall have effect as if set out in this Agreement.




	1.3	 	Clauses






In this Agreement any reference to a “Clause” or “Schedule” is, unless the context otherwise
requires, a reference to a Clause or Schedule hereof. Clause headings are for ease of
reference only.




	1.4	 	Third party rights






A person who is not a party to this Agreement has no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.




	1.5	 	Designation






In accordance with the Term Facility Agreement, each of the Company and the Agent designates
this Agreement as a Finance Document.




	2.	 	AMENDMENT






On the Effective Date Clause 21.14 (Loans and Guarantees) of the Term Facility
Agreement shall be deleted and shall be replaced by the new Clause 21.14 as set out below:




“Save for (a) any loan, credit, guarantee or indemnity granted by any member of the
Reporting Group to, or in favour of, any third party up to a maximum aggregate amount for
the Reporting Group of US$ 50,000,000 (fifty million dollars), and (b) any loan, credit,
guarantee or indemnity granted by any member of the Reporting Group to any other member of
the Reporting Group, no Obligor shall (and the Company shall ensure that no other member of
the Group will) make any loans, grant any credit (save in the ordinary course of business)
or give any guarantee or indemnity (except as required under any of the Finance Documents)
to or for the benefit of any person or otherwise voluntarily assume any liability, whether
actual or contingent, in respect of any obligation of any person.”




	3.	 	CONTINUITY AND FURTHER ASSURANCE






	3.1	 	Continuing obligations






The provisions of the Term Facility Agreement and the other Finance Documents shall, save as
amended by this Agreement, continue in full force and effect.




	3.2	 	Further assurance






Each Obligor shall, at the request of the Agent and at its own expense, do all such acts and
things necessary or desirable to give effect to the amendments effected or to be effected
pursuant to this Agreement.




	4.	 	MISCELLANEOUS






	4.1	 	Incorporation of terms






The provisions of Clause 30 (Notices), Clause 32 (Partial Invalidity), Clause 33 (Remedies
and Waivers), Clause 34 (Amendments and Waivers) and Clause 39 (Enforcement) of the Term
Facility Agreement shall be incorporated into this Agreement as if set out in full in this
Agreement and as if references in those clauses to “this Agreement” or “the Finance
Documents” are references to this Agreement.




	4.2	 	Counterparts






This Agreement may be executed in any number of counterparts, and this has the same effect
as if the signatures on the counterparts were on a single copy of this Agreement.




	5.	 	GOVERNING LAW






This Agreement is governed by English law.



This Agreement has been entered into on the date stated at the beginning of this Agreement.



SCHEDULE 1  




The original Obligors 




	 	 	 	 	 
	Name of Original Borrower	 	Registration number (or equivalent, if any)
	Golden Telecom Inc.
	 	 	N/A	 
	EDN Sovintel LLC.
	 	 	1027739006690	 
	GTS Finance Inc.
	 	 	N/A	 






	 	 	 	 	 
	Name of Original Guarantor	 	Registration number (or equivalent, if any)
	Golden Telecom Inc.
	 	 	N/A	 
	EDN Sovintel LLC.
	 	 	1027739006690	 
	GTS Finance Inc.
	 	 	N/A	 






2




	 	 	 
	SIGNATURES OF AMENDMENT AND RESTATEMENT AGREEMENT
	THE COMPANY	 	 
	GOLDEN TELECOM INC	 	 
	By:

Address:

	 	/s/ Jean-Pierre Vandromme

Golden Telecom Inc.

2831 29th St., NW

Washington, DC

20008 USA
	Attention:

Fax:

	 	General Counsel

+1-202-332-4877






	 	 	 





	 	 	 
	THE ORIGINAL BORROWERS
	GOLDEN TELECOM INC	 	 
	By: /s/ Jean-Pierre Vandromme

	Address: Golden Telecom Inc.

	2831 29th St., NW

	Washington, DC

	20008 USA

	Attention: General Counsel

	Fax: +1-202-332-4877







	 	 	 





	 	 	 
	EDN SOVINTEL LLC	 	 
	By: /s/ Olga Semenova

	By: /s/ Jean-Pierre Vandromme

	Address: EDN Sovintel LLC

	1 Kozhevnichesky Proezd

	Moscow, Russia

	115114

	 	

	Attention: General Counsel

	Fax: +7-495-797-9306







3




	 	 	 
	EDN SOVINTEL LLC	 	 
	GTS FINANCE INC

By: /s/ Bor

Address: Golden T

2831 29t

Washingt

20008 US

	 	

is Svetlichny

elecom Inc.

h St., NW

on, DC

A
	Attention: General

Fax: +1-202-

	 	Counsel

332-4877






	 	 	 





	 	 	 
	THE ORIGINAL GUARANTORS
	GOLDEN TELECOM INC	 	 
	By: /s/ Jean-Pierre Vandromme

	Address: Golden Telecom Inc.

	2831 29th St., NW

	Washington, DC

	20008 USA

	Attention: General Counsel

	Fax: +1-202-332-4877







	 	 	 





	 	 	 
	EDN SOVINTEL LLC	 	 
	By: /s/ Olga Semenova

	By: /s/ Jean-Pierre Vandromme

	Address: EDN Sovintel LLC

	1 Kozhevnichesky Proezd

	Moscow, Russia

	115114

	 	

	Attention: General Counsel

	Fax: +7-495-797-9306







4




	 	 	 
	EDN SOVINTEL LLC	 	 
	GTS FINANCE INC

By: /s/ Bor

Address: Golden T

2831 29t

Washingt

20008 US

	 	

is Svetlichny

elecom Inc.

h St., NW

on, DC

A
	Attention: General

Fax: +1-202-

	 	Counsel

332-4877






THE AGENT on behalf of the Finance Parties and acting on the instructions of the Majority Lenders.



	 	 	 
	CITIBANK INTERNATIONAL PLC
	By:

Address:

	 	/s/ R. Brody

European Loans Agency

Capital Markets and Banking Operations

Citibank International PLC

5th Floor Citigroup Centre,

Canary Wharf London E14 5LB
	Attention:

Fax:

	 	Mrs. R. Brody

+44 (0) 20 8636 3824







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