Telenor East Holding II As Sample Contracts

VEON LTD. COMMON SHARES (US$0.001 NOMINAL VALUE) (IN THE FORM OF AMERICAN DEPOSITARY SHARES) UNDERWRITING AGREEMENT
Underwriting Agreement • March 27th, 2019 • Telenor East Holding II As • Radiotelephone communications • New York

The Underlying Shares (as defined below) represented by the ADSs are deposited pursuant to the Amended and Restated Deposit Agreement dated as of December 29, 2017 (the “Deposit Agreement”) among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and all holders and beneficial owners from time to time of the American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing the ADSs.

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Contract
Option Agreement • February 15th, 2012 • Telenor East Holding II As • Radiotelephone communications • New York

OPTION AGREEMENT dated as of February 15, 2012 (this “Agreement”) between Weather Investments II S.à r.l., a company organized and existing under the laws of the Grand Duchy of Luxembourg (“Weather”), and Telenor East Holding II AS, a company organized and existing under the laws of the Kingdom of Norway (“Telenor” and, together with Weather, collectively, the “Parties” and, individually, each a “Party”).

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Contract
Share Purchase Agreement • February 15th, 2012 • Telenor East Holding II As • Radiotelephone communications • New York

SHARE PURCHASE AGREEMENT dated as of February 15, 2012 (this “Agreement”) between Weather Investments II S.à r.l., a company organized and existing under the laws of the Grand Duchy of Luxembourg (the “Seller”), and Telenor East Holding II AS, a company organized and existing under the laws of the Kingdom of Norway (the “Purchaser” and, together with the Seller, collectively, the “Parties” and, individually, each a “Party”).

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Registration Rights Agreement
Registration Rights Agreement • September 26th, 2016 • Telenor East Holding II As • Radiotelephone communications • New York

Telenor East Holding II AS, a company incorporated in the Kingdom of Norway (the “Issuer”), proposes to issue and sell to you (the “Managers”), US$1,000,000,000 in aggregate principal amount of its 0.25 per cent. Exchangeable Bonds due 2019 (the “Bonds”), which are exchangeable for American Depository Shares (“ADSs”) of VimpelCom Ltd., an exempted company limited by shares organized under the laws of Bermuda (the “Company”), each representing one common share of the Company, nominal value US$0.001 per share, upon the terms set forth in the Subscription Agreement by and among the Issuer and the Managers, dated September 15, 2016 (the “Subscription Agreement”), relating to the initial placement (the “Initial Placement”) of the Bonds. In certain circumstances, upon an exchange of Bonds at the option of the holder thereof and upon certain redemptions, the Issuer will be required to deliver cash, ADSs (such ADSs, the “Exchanged ADSs”) or a combination of cash and Exchanged ADSs, at the elec

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TWELFTH AMENDMENT AGREEMENT Dated 5 June 2015 among: ING Bank N.V., London Branch (“ING”), AND Telenor East Holding II AS (the “Counterparty”).
Total Return Swap Transaction • June 9th, 2015 • Telenor East Holding II As • Radiotelephone communications • England and Wales

ING and the Counterparty are parties to a Total Return Swap Transaction as evidenced by the letter agreement dated 2 June 2006, as amended and novated by the Assignment, Novation and Amendment Agreement dated 30 March 2007 between and among ING, Telenor ASA and Telenor East Invest AS, as further amended by the Second Amendment Agreement dated 11 May 2007, and as further amended by the Third, Fourth, Fifth, Sixth, Seventh and Ninth Amendment Agreements dated 2 June 2008, 28 May 2009, 2 June 2010, 9 June 2010, 1 June 2011 and 6 June 2012 respectively and as amended and novated by an Assignment, Novation and Amendment Agreement effective as of 6 July 2011 and as further amended by the Tenth and Eleventh Amendment Agreements dated 5 June 2013 and 5 June 2014 respectively (together with additional completed Supplemental Confirmations, the “TRS”).

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UNWIND AGREEMENT
Unwind Agreement • April 4th, 2012 • Telenor East Holding II As • Radiotelephone communications

This Agreement relates to the Confirmation, dated July 22, 2011 (as amended by Amendment No. 1 to the Confirmation, dated October 7, 2011, the “Confirmation”), between Counterparty and Bank, in respect of the total return swap transaction referenced therein (the “Transaction”) relating to the Shares. Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Confirmation (including such terms that are incorporated by reference).

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GUARANTEE AGREEMENT
Guarantee Agreement • July 5th, 2011 • Telenor East Holding II As • Radiotelephone communications
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ASSIGNMENT, ASSUMPTION AND SECOND AMENDMENT AGREEMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 26th, 2016 • Telenor East Holding II As • Radiotelephone communications

ASSIGNMENT, ASSUMPTION AND SECOND AMENDMENT AGREEMENT to Registration Rights Agreement (this “Amendment”), dated as of September 21, 2016, by and among VimpelCom Ltd., a company organized and existing under the laws of Bermuda (the “Company”), 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 and existing under the laws of the Netherlands (“Altimo Cooperatief”), Letterone Investment Holdings S.A., a société anonyme incorporated under the laws of Luxembourg (“LetterOne”), L1T VIP Holdings S.à r.l., a société à responsibilité limitée incorporated under the laws of Luxembourg, (“L1T”), Telenor Mobile Communications AS, a company organized and existing under the laws of Norway (“Telenor Mobile”), and Telenor East Holding II AS, a company organized and existing under the laws of Norway (“Telenor East Holding” and each of the Company, Altimo, Altimo Cooperatief, LetterOne,

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Date: July 22, 2011 To: Telenor East Holding II AS (“Counterparty”) Telephone No.: Redacted Facsimile No.: Redacted Attention: Redacted From: J.P. Morgan Securities Ltd. (“Bank”) Telephone No.: Redacted Facsimile No.: Redacted Attention: Redacted Bank...
Total Return Swap Transaction • July 22nd, 2011 • Telenor East Holding II As • Radiotelephone communications

The purpose of this letter agreement, to be supplemented by a written pricing supplement substantially in the form of Exhibit A hereto (the “Pricing Supplement”, and this letter agreement as so supplemented, the “Confirmation”), is to confirm the terms and conditions applicable to the transaction (the “Transaction”) to be entered into between Bank and Counterparty on the Trade Date specified below. This letter agreement, together with the Pricing Supplement for the Transaction, constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreement with respect to the Transaction and serve as the final documentation for this Transaction.

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TENTH AMENDMENT AGREEMENT dated 5 June 2013 among: ING Bank N.V., London Branch (“ING”), AND Telenor East Holding II AS (the “Counterparty”).
Total Return Swap Transaction • June 6th, 2013 • Telenor East Holding II As • Radiotelephone communications • England and Wales

ING and the Counterparty are parties to a Total Return Swap Transaction as evidenced by the letter agreement dated 2 June 2006, as amended and novated by the Assignment, Novation and Amendment Agreement dated 30 March 2007 between and among ING, Telenor ASA and Telenor East Invest AS, as further amended by the Second Amendment Agreement dated 11 May 2007, and as further amended by the Third, Fourth, Fifth, Sixth, Seventh and Ninth Amendment Agreements dated 2 June 2008, 28 May 2009, 2 June 2010, 9 June 2010, 1 June 2011 and 6 June 2012, respectively, and as amended and novated by an Assignment, Novation and Amendment Agreement dated 1 July 2011 (together with additional completed Supplemental Confirmations, the “TRS”).

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ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 5th, 2013 • Telenor East Holding II As • Radiotelephone communications

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT to Registration Rights Agreement (this “Amendment”), dated as of November 27, 2013, by and among VimpelCom Ltd., a company organized and existing under the laws of Bermuda (the “Company”), 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 and existing 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 Telenor East Holding II AS, a company organized and existing under the laws of Norway (“Telenor East Holding” and each of the Company, Altimo, Altimo Cooperatief, Telenor Mobile, Telenor East and Telenor East Holding, a “Party”, and collectively, the “Parties”).

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ASSIGNMENT, NOVATION AND AMENDMENT AGREEMENT dated 1 July 2011 among: ING Bank N.V., London Branch (the “Remaining Party”), Telenor East Invest AS (the “Transferor”) AND Telenor East Holding II AS (the “Transferee”)
Assignment and Novation Agreement • July 5th, 2011 • Telenor East Holding II As • Radiotelephone communications • England and Wales

The Transferor and the Remaining Party are parties to a Total Return Swap Transaction as evidenced by the letter agreement dated 2 June 2006, a copy of which is attached in the Annex hereto (with additional completed Supplemental Confirmations and as amended from time to time, the “TRS”).

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ELEVENTH AMENDMENT AGREEMENT Dated 5 June 2014 among: ING Bank N.V., London Branch (“ING”), AND Telenor East Holding II AS (the “Counterparty”).
Total Return Swap Transaction • June 11th, 2014 • Telenor East Holding II As • Radiotelephone communications • England and Wales

ING and the Counterparty are parties to a Total Return Swap Transaction as evidenced by the letter agreement dated 2 June 2006, as amended and novated by the Assignment, Novation and Amendment Agreement dated 30 March 2007 between and among ING, Telenor ASA and Telenor East Invest AS, as further amended by the Second Amendment Agreement dated 11 May 2007, and as further amended by the Third, Fourth, Fifth, Sixth, Seventh and Ninth Amendment Agreements dated 2 June 2008, 28 May 2009, 2 June 2010, 9 June 2010, 1 June 2011 and 6 June 2012 respectively and as amended and novated by an Assignment, Novation and Amendment Agreement effective as of 6 July 2011 and as further amended by the Tenth Amendment Agreement dated 5 June 2013 (together with additional completed Supplemental Confirmations, the “TRS”).

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CONFIRMATION LETTER FROM TELENOR ASA
Guarantee Agreement • October 7th, 2011 • Telenor East Holding II As • Radiotelephone communications

This confirmation letter (the “Confirmation Letter”) is provided on the 7th day of October 2011 in relation to a guarantee agreement entered into on the 22nd day of July 2011 (the “Guarantee”) (attached hereto as Appendix A) between:

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JOINT FILING AGREEMENT
Joint Filing Agreement • April 4th, 2012 • Telenor East Holding II As • Radiotelephone communications

Telenor East Holding II AS, Telenor Mobile Holding AS and Telenor ASA, the signatories of the statement on Schedule 13D to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us. Further, each of the undersigned below hereby agrees that the joint filing agreement dated December 20, 2010 between Telenor East Holding II AS, Telenor Mobile Holding AS, Telenor ASA, Telenor East Invest AS and Telenor Mobile Communications AS is hereby terminated, and that such agreement shall be replaced by this Agreement.

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ISDA® International Swaps and Derivatives Association, Inc. AMENDMENT AGREEMENT Dated as of 17 June 2016 ING Bank N.V., London Branch (“ING”), AND Telenor East Holding II AS (the “Counterparty”).
Amendment Agreement • June 20th, 2016 • Telenor East Holding II As • Radiotelephone communications

ING and the Counterparty are parties to a Total Return Swap Transaction as evidenced by the letter agreement dated 2 June 2006, as amended and novated by the Assignment, Novation and Amendment Agreement dated 30 March 2007 between and among ING, Telenor ASA and Telenor East Invest AS, as further amended by the Second Amendment Agreement dated 11 May 2007, and as further amended by the Third, Fourth, Fifth, Sixth, Seventh and Ninth Amendment Agreements dated 2 June 2008, 28 May 2009, 2 June 2010, 9 June 2010, 1 June 2011 and 6 June 2012 respectively and as amended and novated by an Assignment, Novation and Amendment Agreement effective as of 6 July 2011 and as further amended by the Tenth, Eleventh AND Twelfth Amendment Agreements dated 5 June 2013, 5 June 2014 and 5 June 2015 respectively (together with additional completed Supplemental Confirmations, the “TRS”).

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NINTH AMENDMENT AGREEMENT dated 6 June 2012 among: ING Bank N.V., London Branch (“ING”), AND Telenor East Holding II AS (the “Counterparty”).
Total Return Swap Transaction • June 7th, 2012 • Telenor East Holding II As • Radiotelephone communications • England and Wales

ING and the Counterparty are parties to a Total Return Swap Transaction as evidenced by the letter agreement dated 2 June 2006, as amended and novated by the Assignment, Novation and Amendment Agreement dated 30 March 2007 between and among ING, Telenor ASA and Telenor East Invest AS, as further amended by the Second Amendment Agreement dated 11 May 2007, and as further amended by the Third, Fourth, Fifth, Sixth and Seventh Amendment Agreements dated 2 June 2008, 28 May 2009, 2 June 2010, 9 June 2010 and 1 June 2011 respectively and as amended and novated by a subsequent Assignment, Novation and Amendment Agreement effective as of 6 July 2011, (together with additional completed Supplemental Confirmations, the “TRS”).

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SEVENTH AMENDMENT AGREEMENT dated 1 June 2011 among: ING Bank N.V., London Branch (“ING”), AND Telenor East Invest AS (the “Counterparty”).
Total Return Swap Transaction • June 3rd, 2011 • Telenor East Holding II As • Radiotelephone communications • England and Wales

ING and the Counterparty are parties to a Total Return Swap Transaction as evidenced by the letter agreement dated 2 June 2006, as amended and novated by the Assignment, Novation and Amendment Agreement dated 30 March 2007 between and among ING, Telenor ASA and the Counterparty, as further amended by the Second Amendment Agreement dated 11 May 2007, and as further amended by the Third, Fourth, Fifth and Sixth Amendment Agreements dated 2 June 2008, 28 May, 2009 2 June, 2010, and 9 June 2010 respectively (as so amended and novated and in effect on the date hereof, together with additional completed Supplemental Confirmations, the “TRS”).

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GUARANTEE AGREEMENT
Guarantee Agreement • July 22nd, 2011 • Telenor East Holding II As • Radiotelephone communications
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