Golden Telecom Inc Watch

from 10-K 44 pages Shareholders’ Agreement by and Among Edn Sovintel LLC and Sfmt Cis Inc. and Inure Enterprises Ltd. and Zao Cortec Dated as of February 22, 2007

from 10-K 2 pages Schedule of Compensation Arrangements With Directors

from 8-K ~5 pages 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

from 8-K ~5 pages Amendment No. 1 to Stock Purchase Agreement

from 8-K >50 pages Amended and Restated Copy US$275,000,000 Facility Agreement for 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 Term Facility Agreement Dated 25 January 2007 as Amended and Restated on 22 March 2007

from 10-K 2 pages Schedule of Compensation Arrangements With Directors

from 10-K 13 pages Employment Agreement No. 81

from 8-K ~10 pages This Guaranty, Dated as of February 22, 2007 (As Amended, Modified or Supplemented From Time to Time, This “Guaranty”), Made by (1) Dawn Key Limited, a Company Organized and Existing Under the Laws of the British Virgin Islands (The “Controlling Shareholder”); and (2) Mr. Alexander Leonidovich Mamut, Russian Passport No. 4503 652547, Residing at Sivtsev Vrazhek Lane, 9, Apt. 35, Moscow, 119002, Russian Federation (The “Beneficial Owner”) (Collectively With the Controlling Shareholder, the “Guarantors” and Each a "Guarantor”);

from 8-K ~20 pages Shareholders’ Agreement by and Among Edn Sovintel LLC and Sfmt Cis Inc. and Inure Enterprises Ltd. and Zao Cortec Dated as of February 22, 2007 1

from 8-K ~10 pages Registration Rights Agreement Dated as of February 22, 2007 by and Between Golden Telecom, Inc. and Inure Enterprises Ltd. 1

from 8-K ~50 pages Stock Purchase Agreement by and Among Edn Sovintel LLC Golden Telecom, Inc., Inure Enterprises Ltd., and Rambert Management Limited Dated as of February 22, 2007 1

from 8-K 1 page Amendment Agreement No. 1

from 8-K >50 pages Contents Clause Page 1. Definitions and Interpretation 2. the Facility 3. Purpose 4. Conditions of Utilisation 5. Utilisation 6. Repayment 7. Prepayment and Cancellation 8. Interest 9. Interest Periods 10. Changes to the Calculation of Interest 11. Fees 12. Tax Gross Up and Indemnities 13. Increased Costs 14. Other Indemnities 15. Mitigation by the Lenders 16. Costs and Expenses 17. Guarantee and Indemnity 18. Representations 19. Information Undertakings 20. Financial Covenants 21. General Undertakings 22. Events of Default 23. Changes to the Lenders 24. Changes to the Obligors 25. Role of the Agent and the Arranger 26. Conduct of Business by the Finance Parties 27. Sharing Among the Finance Parties 28. Payment Mechanics 29. Set-Off 30. Notices 31. Calculations and Certificates 32. Partial Invalidity 33. Remedies and Waivers 34. Amendments and Waivers 35. Counterparts 36. Governing Language 37. USA Patriot Act 38. Governing Law 39. Enforcement 40. Arbitration 41. Waiver of Jury Trial Schedule 1 the Original Parties Part I the Original Obligors Part II the Original Lenders Schedule 2 Conditions Precedent Part I Conditions Precedent to Initial Utilisation Part II Conditions Precedent Required to Be Delivered by an Additional Obligor Schedule 3 Utilisation Request Schedule 4 Mandatory Cost Formulae Schedule 5 Form of Transfer Certificate Schedule 6 Form of Accession Letter Schedule 7 Form of Resignation Letter Schedule 8 Form of Compliance Certificate Schedule 9 Existing Security Schedule 10 Lma Form of Confidentiality Undertaking Schedule 11 Timetables Schedule 12 List Over Material Subsidiaries Signatures 1 This Agreement Is Dated 25 January 2007 and Made Between: (1) Golden Telecom Inc. (The “Company”); (2) the Subsidiaries of the Company Listed in Part I of Schedule 1 (The Original Parties) as Original Borrowers (Together With the Company the “Original Borrowers”);

from 8-K ~10 pages Pledge and Security Agreement Among Navic Consulting Ltd, as the Pledgor and a Borrower Fortland Limited , as the Company and Gts Finance, Inc. as the Pledgee Dated as of December 15, 2006 1 Pledge and Security Agreement

from 8-K ~10 pages Share Option Agreement

from 8-K ~50 pages Share Purchase Agreement by and Between Sfmt-Cis, Inc. and Belmark Enterprises, Inc. Dated December 15, 2006 1 Share Purchase Agreement

from 8-K ~5 pages Memorandum of Understanding

from 10-Q 11 pages Employment Agreement No. 81

from 8-K ~5 pages This Separation Agreement, Dated as of July 14, 2006 (The “Separation Agreement”), Is Made by and Between Golden Telecom Group, Inc., a Delaware Corporation (The “Company”), and Derek A. Bloom, a Citizen of the United States of America (The “Employee”)

from 8-K ~5 pages Restricted Stock Agreement Article Definitions