EXHIBIT C
Conformed Copy
Telenor East Invest AS
Keysers Xxxx 00
X-0000 Xxxx
Xxxxxx
December 21, 2000
Open Joint Stock Company "Vimpel-Communications"
VimpelCom Finance B.V.
VC Limited
Re: Primary Agreement; Guarantee Agreement; Purchase Agreement
Gentlemen:
We refer to (i) the Primary Agreement dated as of June 23, 2000 (the "Primary
Agreement") between Telenor East Invest AS (the "Purchaser"), VimpelCom Finance
B.V. and VimpelCom Finance B.V.'s designees from time to time party thereto,
(ii) the Guarantee Agreement dated as of June 23, 2000 (the "Guarantee") between
Open Joint Stock Company "Vimpel-Communications" ("VimpelCom") and the
Purchaser, and (iii) the Purchase Agreement dated as of July 28, 2000 (the
"Purchase Agreement") between the Purchaser and VC Limited. Unless otherwise
defined herein, terms defined in the Primary Agreement are used herein as
therein defined.
1. Purchaser has purchased 2,400,532 New ADSs as Option Securities in
accordance with the Primary Agreement and the Purchase Agreement (the "Purchased
ADSs"). VimpelCom and VC Limited hereby represent that (i) the FCSM has
registered the report on the results of the issuance of the shares of common
stock of VimpelCom underlying the Purchased ADSs, (ii) the shares of common
stock of VimpelCom underlying the Purchased ADSs have been duly deposited, free
and clear of all liens and claims of third parties, in accordance with the terms
of the Restricted Deposit Agreement dated as of July 25, 2000 between The Bank
of New York, as depositary, VimpelCom and owners and beneficial owners of ADSs
(which was incorporated by reference in the Initial Deposit Agreement dated as
of August 21, 2000 between the same parties), and (iii) assuming that Telenor
has not transferred any interest in the Purchased ADSs to any party and that no
such interest has arisen by operation of law (unless resulting, directly or
indirectly, from actions of VimpelCom or VC Limited), Telenor has good and valid
title to the Purchased ADSs.
2. This will confirm that the transactions contemplated by the Primary
Agreement and the Purchase Agreement having been consummated, (i) Article 2 of
the Primary Agreement, including Article 2 of the Primary Agreement as
incorporated by reference into the Purchase Agreement, is hereby terminated and
(ii) notwithstanding anything to the contrary in the Guarantee, VimpelCom need
not take any action to obtain a "Central Bank License" within the meaning of
such term under the Guarantee.
3. This agreement shall be governed by, and construed in accordance with, the
laws of the State of New York, United States of America, without giving effect
to any conflicts of
laws principles thereof which would result in the application of the laws of
another jurisdiction. Section 4.01 of the Guarantee (as between the Purchaser
and VimpelCom) and Section 10.10 of the Primary Agreement (as between the
Purchaser and the Sellers) are incorporated herein by reference as if set forth
in full herein.
4. This agreement may be executed in any number of counterparts, each of which
will be deemed an original, but all of which together will constitute one and
the same instrument.
Very truly yours,
TELENOR EAST INVEST AS
By /s/ Karl Goran Xxxx Xxxxx
-------------------------
Karl Goran Xxxx Xxxxx
Attorney-in-Fact
Agreed to and Accepted:
OPEN JOINT STOCK COMPANY
"VIMPEL-COMMUNICATIONS" VIMPELCOM FINANCE B.V.
By /s/ Xxxxxx Xxxxxxxxxx Xxxxx By /s/ Xxxxxx Xxxxxxxxxx Xxxxx
--------------------------- ---------------------------
Xxxxxx Xxxxxxxxxx Xxxxx Xxxxxx Xxxxxxxxxx Xxxxx
Chief Executive Officer Managing Director
By /s/ Xxxxxxxx Mikhailovich Bychenkov By /s/ X.X. Xxxxxxx
----------------------------------- ----------------
Xxxxxxxx Mikhailovich Bychenkov X.X. Xxxxxxx
Chief Accountant Managing Director
By: /s/ Xxxxxx Xxxxxxxxx
--------------------
Xxxxxx Xxxxxxxxx
Managing Director
VC LIMITED
By /s/ Xxxxx Shmatova
------------------
Xxxxx Shmatova
Authorized Representative
