Common use of Debt Acquisitions Clause in Contracts

Debt Acquisitions. (a) Each Shareholder and its Affiliates may enter into a Debt Transaction, if and only if any such Person complies with the provisions of this Section 5.06; provided that nothing in this Section 5.06 shall prevent Alfa Bank or any of its Affiliates that are Financial Institutions from engaging in brokerage transactions in respect of Debt Obligations of any Group Company if such brokerage transactions are conducted in the ordinary course of business for the benefit of customers who are not Affiliates of Alfa. (b) In the event a Shareholder or any of its Affiliates enters into a Debt Transaction, Alfa or Telenor (as applicable, the “Debt Offer Party”), shall, and shall procure that its Affiliates shall: (i) Provide written notice thereof to the Company within ten (10) days of entering into a Debt Transaction, which notice shall constitute an offer to the Company (a “Debt Offer Notice”), which offer shall be legally binding on the Debt Offer Party upon acceptance by the Company or the Company’s designee to sell to the Company or the Company’s designee such Debt Obligation (and, if applicable, the underlying obligation to which such Debt Obligation relates, such underlying obligation or Debt Obligation, as applicable, being the “Relevant Obligation”) at a purchase price equal to the lesser of the Fair Market Value thereof, or 100% of the aggregate unpaid principal amount of the Relevant Obligation plus any accrued interest and other amounts, if any, owing under the Relevant Obligation up to (but excluding) the purchase date thereof. (ii) Within ten (10) Business Days from the date of notice of an intention to accept such offer by the Company or the Company’s designee, the Debt Offer Party shall provide a copy of the document(s) evidencing the outstanding amount of the Relevant Obligation and a calculation of the purchase price thereof showing the amount of unpaid principal, any accrued interest thereon and any other amounts owing thereunder, as well as the basis for determining the fair market value thereof (a “Debt Price Notice”). Within five (5) Business Days from the date of receipt of the Debt Price Notice, the Company or the Company’s designee shall notify the Debt Offer Party whether it accepts the offer at such time and, if so, shall purchase such Relevant Obligation at such time. If the Company or the Company’s designee, as applicable, do not accept such offer at such time, the provisions of this Section 5.06(b) shall remain in effect with respect to such Relevant Obligation. (iii) The Debt Offer Party shall not be restricted from selling or otherwise disposing of the Relevant Obligation at any time prior to the acceptance of the Debt Offer Notice in accordance with the terms hereof; provided, however, that the Debt Offer Party shall provide written notice to the Company within ten (10) days of such sale or disposition. (c) In the event a Shareholder or any of its Affiliates enters into a Debt Transaction, the Debt Offer Party shall, and shall procure that all of its Affiliates shall, prior to initiating or participating in any enforcement action or bankruptcy proceeding against the Company or any of its Subsidiaries with respect to any Debt Obligation, provide at least ninety (90) days prior written notice thereof to the Company and adhere to the procedures set forth in Section 5.06(b). (d) In the event a Shareholder or any of its Affiliates initiates or participates in the initiation of any enforcement action or bankruptcy proceeding against the Company or any of its Subsidiaries with respect to any Debt Obligation without adhering to the provisions of Section 5.06(c), such Debt Offer Party shall, and shall procure that its Affiliates shall, immediately file all documents necessary to terminate or cause the termination of such action or proceeding within five (5) Business Days of receiving notice from any other Party that the entity against whom such bankruptcy proceeding was initiated is a Subsidiary of the Company, and such Debt Offer Party shall thereafter use its best efforts to ensure that such enforcement action or bankruptcy proceeding is terminated, and immediately thereafter or simultaneously with such actions, the Debt Offer Party shall make an offer to sell to the Company (which offer shall be legally binding on the Debt Offer Party upon acceptance by the Company or the Company’s designee, as the case may be) and shall sell such Relevant Obligation to the Company or the Company’s designee, as the case may be, pursuant to Section 5.06(b), if such offer is accepted. (e) Any breach of Section 5.06(b) shall be deemed cured and no violation of Section 5.06(b) shall be deemed to have occurred or to exist if (i) the aggregate principal amount of the Relevant Obligation is less than US$10.0 million (calculated without any accrued interest, penalties or other similar amounts thereon), and (y) the terms of Section 5.06(b) are complied with immediately upon the Debt Obligation Party becoming aware that it or any of its Affiliates have entered into the Debt Transaction. (f) The Company shall promptly inform, and shall cause any of its Subsidiaries affected by any Debt Transaction to promptly inform, each Shareholder if the Company becomes aware of any violation of the terms of this Section 5.06.