CTF HOLDINGS LIMITED and GRAND FINANCIAL HOLDING S.A. and Eco Holdings LimitedShareholders' Agreement • February 11th, 2002 • Open Joint Stock Co Vimpel Communications • Radiotelephone communications • Gibraltar
BETWEEN CENTRAL ASIAN CAPITAL CORPORATION N.V. AS PLEDGEHOLDER ECO TELECOM LIMITED AS PLEDGOR AND LIMITED LIABILITY COMPANY IC EAST CAPITAL AS AGENT PLEDGEOpen Joint Stock Co Vimpel Communications • June 5th, 2002 • Radiotelephone communications • England
BETWEEN CENTRAL ASIAN CAPITAL CORPORATION N.V. AS PLEDGEHOLDER ECO TELECOM LIMITED AS PLEDGOR AND LIMITED LIABILITY COMPANY IC EAST CAPITAL AS AGENT PLEDGEOpen Joint Stock Co Vimpel Communications • June 5th, 2002 • Radiotelephone communications • England
Exhibit 99.2 Conformed Copy SHARE PURCHASE AGREEMENT No. E/T-01 Moscow, Russia November 12, 2002 This Share Purchase Agreement (this "Agreement") is entered into by and between Eco Telecom Limited, a company organized and existing under the laws of...Share Purchase Agreement • November 27th, 2002 • Open Joint Stock Co Vimpel Communications • Radiotelephone communications • New York
Exhibit 99.3 Conformed Copy SHARE PURCHASE AGREEMENT No. E/V-01 Moscow, Russia November 12, 2002 This Share Purchase Agreement (this "Agreement") is entered into by and between Eco Telecom Limited, a company organized and existing under the laws of...Share Purchase Agreement • November 27th, 2002 • Open Joint Stock Co Vimpel Communications • Radiotelephone communications • New York
Exhibit 99.A Joint Filing Agreement The undersigned hereby agree that the statement on Schedule 13D with respect to the common stock of Open Joint Stock Company "Vimpel-Communications", dated as of February 11, 2002, is, and any amendments thereto...Joint Filing Agreement • February 11th, 2002 • Open Joint Stock Co Vimpel Communications • Radiotelephone communications
The undersigned hereby agree that the statement on Schedule 13D with respect to the common stock of Open Joint Stock Company "Vimpel-Communications", dated as of February 11, 2002, is, and any amendments thereto (including any amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
GUARANTEE dated as of October 4, 2009 between CTF HOLDINGS LIMITED, AS GUARANTOR and VIMPELCOM HOLDINGS B.V., VIMPELCOM LTD., STORM LLC AND CLOSED JOINT STOCK COMPANY “KYIVSTAR G.S.M.,” AS BENEFICIARIESGuarantee • October 5th, 2009 • Open Joint Stock Co Vimpel Communications • Radiotelephone communications • New York
GUARANTEE dated as of October 4, 2009 (this “Guarantee”) between CTF Holdings Limited, a company organized and existing under the Laws of Gibraltar (“CTF”), the legal entities listed on Schedule I hereto and each Additional Beneficiary (collectively, the “Beneficiaries” and, individually, each a “Beneficiary” and, together with CTF, collectively, the “Parties” and, individually, each a “Party”).
THIS AGREEMENT is made the 28th day of April, 2008 BETWEEN It is agreed as follows:Agreement • May 16th, 2008 • Open Joint Stock Co Vimpel Communications • Radiotelephone communications
REGISTRATION RIGHTS AGREEMENT dated as of October 4, 2009 between and among VIMPELCOM LTD., ECO TELECOM LIMITED, ALTIMO HOLDINGS & INVESTMENTS LTD., ALTIMO COOPERATIEF U.A. TELENOR MOBILE COMMUNICATIONS AS and TELENOR EAST INVEST ASRegistration Rights Agreement • October 5th, 2009 • Open Joint Stock Co Vimpel Communications • Radiotelephone communications • New York
REGISTRATION RIGHTS AGREEMENT dated as of October 4, 2009 (this “Agreement”) between and among VimpelCom Ltd., a company organized and existing under the laws of Bermuda (the “Company”), Eco Telecom Limited, a company organized and existing under the laws of Gibraltar (“Eco Telecom”), Altimo Holdings & Investments Ltd., a company organized and existing under the laws of the British Virgin Islands (“Altimo”), Altimo Cooperatief U.A., a company organized under the laws of the Netherlands (“Altimo Cooperatief”), Telenor Mobile Communications AS, a company organized and existing under the laws of Norway (“Telenor Mobile”), Telenor East Invest AS, a company organized and existing under the laws of Norway (“Telenor East”), and such other holders of capital stock of the Company as shall be party hereto from time to time (each, a “Party” and, collectively, the “Parties”).
AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT Amendment No. 1 to Shareholders Agreement (this "Amendment"), dated as of the 15/th/ day of May, 2002, by and among OPEN JOINT STOCK COMPANY "VIMPEL- COMMUNICATIONS", an open joint stock company organized and...Shareholders Agreement • June 5th, 2002 • Open Joint Stock Co Vimpel Communications • Radiotelephone communications
Deed of Guarantee Indent 18 Deferred Payment AgreementPayment Agreement • June 27th, 2003 • Open Joint Stock Co Vimpel Communications • Radiotelephone communications • England
This Deed Poll is given on 17 April 2002 by Open joint stock company “Vimpel-Communications” registered at 8 Marta Ulitsa 10, building 14, Moscow 127083, Russia (the “Guarantor”) in favour of Alcatel SEL AG (“Alcatel”) in relation to certain obligations of Open joint stock company “KB Impuls” (the “Company”).
AMENDMENT NO. 1 TO VIP REGISTRATION RIGHTS AGREEMENTVip Registration Rights Agreement • May 7th, 2004 • Open Joint Stock Co Vimpel Communications • Radiotelephone communications • New York
This Amendment No. 1 to VIP Registration Rights Agreement (this “Amendment”), dated as of the 28th day of August, 2003, by and among ECO TELECOM LIMITED, a company organized and existing under the laws of Gibraltar (“Eco Telecom”), TELENOR EAST INVEST AS, a company organized and existing under the laws of Norway (“Telenor”) and OPEN JOINT STOCK COMPANY “VIMPEL-COMMUNICATIONS”, an open joint stock company organized and existing under the laws of the Russian Federation (the “Company”).
Deutsche Bank AG London Winchester HouseOpen Joint Stock Co Vimpel Communications • March 8th, 2007 • Radiotelephone communications • England and Wales
This Confirmation evidences a complete and binding agreement between Party A and Party B as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the 2002 ISDA Master Agreement (the “Agreement”) as if Party A and Party B had executed an agreement in such form (but without any Schedule except for the election of (i) the laws of England and Wales as the governing law and (ii) United States dollars as the Termination Currency). In the event of any inconsistency between provisions of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction to which this Confirmation relates. The parties hereby agree that no Transaction other than the Transaction to which this Confirmation relates shall be governed by the Agreement. For purposes of the 2002 Definitions, the Transaction is a Share Forward Transaction.
THIS TRUST DEED is made on 30 April 2008. BETWEEN:Agency Agreement • May 16th, 2008 • Open Joint Stock Co Vimpel Communications • Radiotelephone communications • England
ContractMutual Non-Disclosure Agreement • February 9th, 2010 • Open Joint Stock Co Vimpel Communications • Radiotelephone communications • New York
MUTUAL NON-DISCLOSURE AGREEMENT dated as of September 23, 2009 (this “Agreement”) among ALTIMO HOLDINGS & INVESTMENTS LIMITED, a company organized under the laws of the British Virgin Islands (“Altimo”), TELENOR ASA, a company organized under the laws of Norway (“Telenor”), and OPEN JOINT STOCK COMPANY “VIMPEL-COMMUNICATIONS”, an open joint stock company organized under the laws of the Russian Federation (“VimpelCom” and, together with Altimo and Telenor, collectively, the “Parties” and each, individually, a “Party”).
Dear Sirs, The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the “Transaction”). This Confirmation constitutes a...Open Joint Stock Co Vimpel Communications • March 7th, 2007 • Radiotelephone communications • England and Wales
This Confirmation evidences a complete and binding agreement between Party A and Party B as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the 2002 ISDA Master Agreement (the “Agreement”) as if Party A and Party B had executed an agreement in such form (but without any Schedule except for the election of (i) the laws of England and Wales as the governing law and (ii) United States dollars as the Termination Currency). In the event of any inconsistency between provisions of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction to which this Confirmation relates. The parties hereby agree that no Transaction other than the Transaction to which this Confirmation relates shall be governed by the Agreement. For purposes of the 2002 Definitions, the Transaction is a Share Forward Transaction.
WAIVER AND TERMINATION AGREEMENTWaiver and Termination Agreement • September 8th, 2003 • Open Joint Stock Co Vimpel Communications • Radiotelephone communications • New York
This WAIVER AND TERMINATION AGREEMENT (this “Agreement”), dated as of the 28th day of August, 2003, by and among OPEN JOINT STOCK COMPANY “VIMPEL-COMMUNICATIONS”, an open joint stock company organized and existing under the laws of the Russian Federation (“VIP”), ECO TELECOM LIMITED, a company organized and existing under the laws of Gibraltar (“Eco Telecom”), TELENOR EAST INVEST AS, a company organized and existing under the laws of Norway (“Telenor”) and OPEN JOINT STOCK COMPANY “VIMPELCOM-REGION”, an open joint stock company organized and existing under the laws of the Russian Federation (“VIP-R”).
SETTLEMENT ESCROW AGREEMENT dated as of October 4, 2009 between and among THE ALFA PARTIES LISTED ON SCHEDULE I and THE TELENOR PARTIES LISTED ON SCHEDULE II and ORRICK, HERRINGTON & SUTCLIFFE LLP, as Escrow AgentSettlement Escrow Agreement • October 5th, 2009 • Open Joint Stock Co Vimpel Communications • Radiotelephone communications • New York
SETTLEMENT ESCROW AGREEMENT dated as of October 4, 2009 (this “Escrow Agreement”) between and among the legal entities and individuals listed on Schedule I hereto (collectively, the “Alfa Parties” and each, individually, an “Alfa Party”), the legal entities listed on Schedule II hereto (collectively, the “Telenor Parties” and each, individually, a “Telenor Party”) and Orrick, Herrington & Sutcliffe LLP, as escrow agent (the “Escrow Agent” and, together with the Telenor Parties and the Alfa Parties, collectively, the “Parties” and, each, individually, a “Party”).
DATED 14 AUGUST 2003 BETWEEN OJSC KAZKOMMERTSBANK AS PLEDGEHOLDER ECO TELECOM LIMITED AS PLEDGOR AND LIMITED LIABILITY COMPANY IC EAST CAPITAL AS AGENTOpen Joint Stock Co Vimpel Communications • September 8th, 2003 • Radiotelephone communications • England
OJSC KAZKOMMERTSBANK, a legal entity duly organised and existing under the laws of the Republic of Kazakhstan, with its registered office situate at 135Zh Gagarin Avenue, Almaty, Republic of Kazakhstan (and its assignees from time to time), hereinafter referred to as the “Pledgeholder”,
ADDENDUM NO. 1 TO THE SURETYSHIP AGREEMENT No. 110100/P1-DP/Altimo between the state corporation “Bank for Development and Foreign Economic Affairs (Vnesheconombank)” and “Altimo Holdings & Investments Limited”Open Joint Stock Co Vimpel Communications • November 25th, 2009 • Radiotelephone communications
The state corporation “Bank for Development and Foreign Economic Affairs (Vnesheconombank)” (hereinafter referred to as the “Lender”) represented by the Deputy Chairman Mr. Anatoliy B. Ballo acting on the basis of the Power of Attorney No. 484/150000 dated 24 December 2007 and registered in the register of the notary Kolodezeva T.A. with No. 4v-679 of 24 December 2002, on the one side, and
LOAN AGREEMENTLoan Agreement • September 8th, 2003 • Open Joint Stock Co Vimpel Communications • Radiotelephone communications • England
ECO TELECOM LIMITED (the “Borrower”), a legal entity duly organised and existing under the laws of Gibraltar with its registered office situate at 10/8 International Commercial Center, Casemates Square, Gibraltar; and
RUSSIAN TRANSLATION] SHARE PURCHASE AGREEMENT No. E/V-03-01Share Purchase Agreement • September 8th, 2003 • Open Joint Stock Co Vimpel Communications • Radiotelephone communications • New York
Dated 12 May 2006 LOAN AGREEMENT between OPEN JOINT STOCK COMPANY “VIMPEL- COMMUNICATIONS” as Borrower and UBS (LUXEMBOURG) S.A. as Lender SKADDEN, ARPS, SLATE, MEAGHER & FLOM (UK) LLP LondonLoan Agreement • June 16th, 2006 • Open Joint Stock Co Vimpel Communications • Radiotelephone communications
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 27th, 2003 • Open Joint Stock Co Vimpel Communications • Radiotelephone communications • New York
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) dated December 15, 2002 between Telenor Mobile Communications AS, a company organized under the laws of Norway (the “Seller”), and Open Joint Stock Company “VimpelCom-Region”, an open joint stock company organized under the laws of the Russian Federation (the “Purchaser” and, together with the Seller, collectively, the “Parties” and, individually, each, a “Party”).
THIS TRUST DEED is made on 11 February 2005 BETWEEN:Loan Agreement • May 9th, 2005 • Open Joint Stock Co Vimpel Communications • Radiotelephone communications • London
RUSSIAN TRANSLATION] SHARE PURCHASE AGREEMENT No. E/T-03-01 Moscow, Russia August, 27, 2003Share Purchase Agreement • September 8th, 2003 • Open Joint Stock Co Vimpel Communications • Radiotelephone communications • New York
RUSSIAN TRANSLATION] SHARE PURCHASE AGREEMENT No. VCR/E-03-01Share Purchase Agreement • September 8th, 2003 • Open Joint Stock Co Vimpel Communications • Radiotelephone communications • New York
DATED 10 JUNE 2003 BETWEEN CENTRAL ASIAN CAPITAL CORPORATION N.V. AS PLEDGEHOLDER ECO TELECOM LIMITED AS PLEDGOR AND LIMITED LIABILITY COMPANY IC EAST CAPITAL AS AGENTOpen Joint Stock Co Vimpel Communications • July 2nd, 2003 • Radiotelephone communications • England
CENTRAL ASIAN CAPITAL CORPORATION N.V., a legal entity duly organised and existing under the laws of the Netherlands Antilles, with its registered office situate at 81 Scharlooweg, Curacao, Netherlands Antilles (and its assignees from time to time), hereinafter referred to as the “Pledgeholder”,
SERVICES AGREEMENTServices Agreement • September 8th, 2003 • Open Joint Stock Co Vimpel Communications • Radiotelephone communications • New York
This SERVICES AGREEMENT (this “Agreement”), dated August 28, 2003, is entered into by and between ECO TELECOM LIMITED, a company organized and existing under the laws of Gibraltar (“Eco Telecom”), OOO ALFA-ECO M, a limited liability company organized and existing under the laws of the Russian Federation (“Alfa-Eco M” and, together with Eco Telecom, each referred to herein as a “Service Provider” or, collectively, “Service Providers”) and OPEN JOINT STOCK COMPANY “VIMPEL-COMMUNICATIONS”, an open joint stock company organized and existing under the laws of the Russian Federation (“VimpelCom” and, together with Eco Telecom and Alfa-Eco M, each, a “Party” and, collectively, the “Parties”).
Dated 28 April 2009 AMENDMENT AGREEMENT in relation to a US$3,500,000,000 FACILITY AGREEMENT dated 8 February 2008 and as amended by an amendment and transfer agreement dated 28 March 2008 for Open Joint Stock Company arranged by ABN AMRO Bank N.V.,...Agreement • April 8th, 2010 • Open Joint Stock Co Vimpel Communications • Radiotelephone communications
SHAREHOLDERS AGREEMENT dated as of October 4, 2009 between and among VIMPELCOM LTD., ALTIMO HOLDINGS & INVESTMENTS LTD., ECO TELECOM LIMITED, TELENOR EAST INVEST AS, TELENOR MOBILE COMMUNICATIONS AS, ALTIMO COOPERATIEF U.A. and OTHER VIMPELCOM LTD....Shareholders Agreement • October 5th, 2009 • Open Joint Stock Co Vimpel Communications • Radiotelephone communications • New York
SHAREHOLDERS AGREEMENT dated as of October 4, 2009 (this “Agreement”) between and among VimpelCom Ltd., a company organized and existing under the laws of Bermuda (the “Company”), Eco Telecom Limited, a company organized and existing under the laws of Gibraltar (“Eco Telecom”), Altimo Holdings & Investments Ltd., a company organized and existing under the laws of the British Virgin Islands (“Altimo”), Altimo Cooperatief U.A., a company organized under the laws of the Netherlands (“Altimo Cooperatief”), Telenor Mobile Communications AS, a company organized and existing under the laws of Norway (“Telenor Mobile”), Telenor East Invest AS, a company organized and existing under the laws of Norway (“Telenor East”), and such other shareholders of the Company as shall be party hereto from time to time (each, a “Party” and collectively, the “Parties”).
Deutsche Bank AG London Winchester HouseOpen Joint Stock Co Vimpel Communications • March 2nd, 2007 • Radiotelephone communications • England and Wales
NON-REVOLVING CREDIT FACILITY AGREEMENT NO. 9220Open Joint Stock Co Vimpel Communications • May 7th, 2004 • Radiotelephone communications
Sberegatelny Bank of the Russian Federation, a joint-stock commercial bank (an open joint-stock company), hereinafter referred to as the “Creditor”, in the person of its First Deputy Chairman of the Management Board, Ms. Alla K. Alyoshkina, acting on the basis of the Charter of the Cberbank of Russia, on the one hand,
Telenor ASA Advokatene i Telenor Snarøyveien 30 N1331 Fornebu Norway Attention: Bjørn Hogstad Dear Sirs:Open Joint Stock Co Vimpel Communications • February 9th, 2010 • Radiotelephone communications
Reference is made to the Mutual Non-Disclosure Agreement (the “NDA”), dated as of September 23, 2009, among Altimo Holdings & Investments Limited (“Altimo”), Telenor ASA (“Telenor”) and Open Joint Stock Company “Vimpel-Communications” (“VimpelCom”). Capitalized terms used but not defined in this letter have the meanings given to them in the NDA.
more-Open Joint Stock Co Vimpel Communications • November 12th, 2002 • Radiotelephone communications
Moscow, Oslo and New York (November 12, 2002) - Open Joint Stock Company "Vimpel-Communications" ("VimpelCom" or the "Company") (NYSE: VIP) today announced the closing of a $175.44 million investment in its regional subsidiary, VimpelCom-Region. VimpelCom, affiliates of Alfa Group of Russia and Telenor each invested $58.48 million in VimpelCom-Region. Documents consummating the closing were signed in Oslo today in the presence of Russian President Vladimir Putin, who is paying an official visit to Norway, and the Norwegian Prime Minister Kjell Magne Bondevik.
