GUARANTEE AGREEMENT
THIS AGREEMENT (this "Agreement") dated as of May 30, 2001, by and
among CTF HOLDINGS LIMITED, a company organized and existing under the laws of
Gibraltar (the "Limited Guarantor") and ECO HOLDINGS LIMITED, a company
organized and existing under the laws of Gibraltar (the "General Guarantor" and,
together with the Limited Guarantor, the "Guarantors"), in favor of, as
applicable, OPEN JOINT STOCK COMPANY "VIMPEL-COMMUNICATIONS", an open joint
stock company organized and existing under the laws of the Russian Federation
("VIP"), CLOSED JOINT STOCK COMPANY "VIMPELCOM-REGION", a closed joint stock
company organized and existing under the laws of the Russian Federation ("VIP-
R") and TELENOR EAST INVEST AS, a company organized and existing under the laws
of Norway ("Telenor East Invest AS", and, together with VIP and VIP-R,
collectively, the "Beneficiaries" and each, individually, a "Beneficiary").
W I T N E S S E T H:
WHEREAS, (a) Eco Telecom Limited, a company organized and existing
under the laws of Gibraltar ("Eco Telecom"), Telenor East Invest AS and VIP are
parties to the Primary Agreement dated as of the date hereof (the "VIP Primary
Agreement") pursuant to which each of Telenor East Invest AS and Eco Telecom has
agreed to purchase certain shares of voting capital stock in VIP, (b) Telenor
East Invest AS and Eco Telecom are parties to the Shareholders Agreement dated
as of the date hereof (the "VIP Shareholders Agreement") and (c) Telenor East
Invest AS, Eco Telecom and VIP are parties to the Registration Rights Agreement
dated as of the date hereof (the "VIP Registration Rights Agreement", and,
together with the VIP Primary Agreement and the VIP Shareholders Agreement,
collectively, the "VIP Agreements") pursuant to which VIP has agreed to grant
each of Telenor East Invest AS and Eco Telecom certain registration rights with
respect to their ownership of shares of common stock in VIP;
WHEREAS, Eco Telecom, Telenor East Invest AS, VIP and VIP-R are
parties to (a) the Primary Agreement dated as of the date hereof (the "VIP-R
Primary Agreement") pursuant to which each of Telenor East Invest AS, VIP and
Eco Telecom has agreed, or has the right, to subscribe for and purchase shares
of voting capital stock in VIP-R, (b) the Shareholders Agreement dated as of the
date hereof (the "VIP-R Shareholders Agreement") and (c) the Registration Rights
Agreement dated as of the date hereof (the "VIP-R Registration Rights
Agreement", and, together with the VIP-R Primary Agreement and the VIP-R
Shareholders Agreement, collectively, the "VIP-R Agreements") pursuant to which
VIP-R has agreed to grant each of Telenor East Invest AS, Eco Telecom and VIP
certain registration rights with respect to their ownership of shares of common
stock in VIP-R;
WHEREAS, Eco Telecom, VIP, VIP-R, Citibank, N.A. and Citibank T/O
(OOO) are parties to that certain Escrow Agreement (the "Escrow Agreement"),
dated as of the date hereof (the Escrow Agreement, together with the VIP
Agreements and the VIP-R Agreements, collectively, the "Transaction
Agreements");
WHEREAS, Eco Telecom is an affiliate of the Guarantors; and
WHEREAS, to induce each of VIP, VIP-R and Telenor East Invest AS to
enter into and perform their obligations under the Transaction Agreements to
which each is a party, the Guarantors have agreed to enter into and perform its
obligations under this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
1.1 Unless otherwise defined herein, terms defined in the VIP Primary
Agreement are used herein as therein defined, and the rules of interpretation
set forth in Section 1.02 thereof shall apply to this Agreement, as if set forth
in full herein, mutatis mutandis.
ARTICLE II
GUARANTEE
2.1. The General Guarantor hereby guarantees to VIP, Telenor East
Invest AS and VIP-R, as the case may be, the due, complete and timely
performance and/or fulfillment by Eco Telecom of each and every obligation of
Eco Telecom under each of the Transaction Agreements other than the payment
obligations of Eco Telecom arising under Section 2.02 of the VIP Primary
Agreement and Article II of the VIP-R Primary Agreement (such obligations of Eco
Telecom, other than the payment obligations of Eco Telecom arising under Section
2.02 of the VIP Primary Agreement and Article II of the VIP-R Primary Agreement,
are collectively referred to herein as "General Obligations").
2.2. The Limited Guarantor hereby guarantees to VIP, Telenor East
Invest AS and VIP-R, as the case may be, the due, complete and timely
performance and/or fulfillment by Eco Telecom of the following obligations of
Eco Telecom: (i) Section 7.04 of the VIP Primary Agreement, (ii) Article II
(Transfers), Section 5.02 (Non-Compete) and Section 5.03 (Debt Acquisition) of
the VIP Registration Rights Agreement, (iii) Article III (Transfers) of the VIP
Shareholders Agreement, and (iv) Article IV (Transfers), Section 5.03 (Debt
Acquisition) and Section 6.02 (Non-Compete) of the VIP-R Shareholders Agreement
(all such obligations are collectively referred to herein as "Limited
Obligations", and all Limited Obligations and General Obligations are
collectively referred to herein as "Obligations").
2.3. It is understood and agreed that, subject to Sections 2.4 and 2.6
below, nothing herein shall require either Guarantor to perform, or cause to be
performed, any obligation under circumstances in which Eco Telecom would not be
required, pursuant to the terms of the relevant Transaction Agreement, to
perform such obligation by reason of a breach or misrepresentation by any other
party to the relevant Transaction Agreement or the failure of any condition to
such performance to be satisfied. It is also understood and agreed that such
guarantees are continuing guarantees and that, subject to the preceding
sentence, the General Obligations of the General Guarantor and the Limited
Obligations of the Limited Guarantor are and shall be absolute under any and all
circumstances.
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2.4. Each Guarantor hereby agrees that its liability hereunder shall
be unaffected by (a) any amendment or modification of the provisions of the
Transaction Agreements unless such amendment or modification increases the
amount of the Obligation or is executed by the Guarantor, (b) any extension of
time for performance required thereby, (c) except as expressly provided herein,
the release of, or unenforceability against, Eco Telecom or any other Person
from performance or observance of any of the Obligations by operation of law or
otherwise (other than by payment or performance, to the full extent required
thereby), whether made with or without notice to such Guarantor, or (d) any
bankruptcy, insolvency, reorganization, arrangement, assignment for the benefit
of creditors, receivership or trusteeship affecting Eco Telecom or any other
Person, or any of their respective successors or assigns, whether or not any
notice thereof is given to such Guarantor.
2.5. Each Guarantor hereby waives any and all legal requirements that
any Beneficiary shall commence any arbitration or institute any action or
proceedings at law or in equity against the other Guarantor, Eco Telecom or any
other Person, or exhaust its remedies against the other Guarantor, Eco Telecom
or any other Person, in respect of any of the Transaction Agreements, as a
condition precedent to bringing an action against such Guarantor under this
Agreement.
2.6. The Obligations shall be deemed not to have been observed or
performed, and the Guarantors' obligations in respect thereof shall continue and
not be discharged, to the extent that any observance or performance thereof by
Eco Telecom is recovered from or paid over by or for the account of any
Beneficiary for any reason, including as a preference or fraudulent transfer or
by virtue of any subordination (whether present or future or contractual or
otherwise) of the Obligations, whether such recovery or payment over is effected
by any judgment, decree or order of any court or governmental agency, by any
plan of reorganization or by settlement or compromise by any Beneficiary
(provided that the Guarantors have given consent, which the Guarantors shall not
unreasonably withhold or delay, to any such settlement or compromise) of any
claim for any such recovery or payment over. The General Guarantor hereby
expressly agrees that it shall be liable hereunder with respect to any General
Obligation whenever such a recovery or payment over thereof occurs. The Limited
Guarantor hereby expressly agrees that it shall be liable hereunder with respect
to any Limited Obligation whenever such a recovery or payment over thereof
occurs.
2.7. Each Guarantor hereby waives notice of acceptance of this
Agreement by any Beneficiary and of presentment for payment, demand, protest,
notice of demand, of protest and of dishonor, notices of default and of
nonpayment and all other notices and demands of every kind and description now
or hereafter provided by any statute or rule of law.
2.8. Each Guarantor hereby waives any right or claim of right to cause
a marshaling of Eco Telecom's or any other Person's assets or to cause any
Beneficiary to proceed against any security for the Obligations before
proceeding against the Guarantor.
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ARTICLE III
CERTAIN COVENANTS
3.1 Without prejudice to the generality of Article II, each Guarantor
hereby agrees:
(a) to cause Eco Telecom, and any other Controlled Affiliate of such
Guarantor which is a successor to or permitted assign of all or any part of Eco
Telecom's obligations under the VIP Primary Agreement, the VIP Registration
Rights Agreement, the VIP Shareholders Agreement and/or the VIP-R Shareholders
Agreement, to perform and comply with Eco Telecom's and such other Controlled
Affiliate's respective obligations under Section 7.04 of the VIP Primary
Agreement, Article II (Transfers), Section 5.02 (Non-Compete) and Section 5.03
(Debt Acquisition) of the VIP Registration Rights Agreement, Article III
(Transfers) of the VIP Shareholders Agreement and/or Article IV (Transfers of
Securities), Section 5.03 (Debt Acquisition) and Section 6.02 (Non-Compete) of
the VIP-R Shareholders Agreement, as the case may be, provided that this Article
III(a) shall not release Eco Telecom or any such other Controlled Affiliate from
any of their respective obligations thereunder;
(b) not to take or permit any of its Controlled Affiliates to take
any action which would be prohibited by any such Section or Article if such
Guarantor or any such Controlled Affiliate were an original signatory to any
such Agreement as a "Purchaser" or "Shareholder", in each case to the extent
provided therein;
(c) to comply with, and cause each of its Controlled Affiliates to
comply with, the obligations of Eco Telecom under any such Section or Article as
if such Guarantor or any such Controlled Affiliate were an original signatory to
such Agreement in place of Eco Telecom, in each case to the extent provided
therein; and
(d) to cause the transferee (the "Transferee") of the General
Guarantor's entire direct or indirect interest in either of VIP or VIP-R to
execute and deliver to each Beneficiary an endorsement ("Endorsement") to this
Agreement in the form of Exhibit A as a condition to any such transfer.
---------
3.2 VIP shall use reasonable efforts to notify the Limited Guarantor
as soon as reasonably practicable upon obtaining knowledge of any breach of the
covenants set forth in the preceding Section 3.1; provided, that the liability
of the Guarantors in connection with any such breach shall not be affected by
any failure by VIP to provide such notice.
3.3 Upon receipt by each Beneficiary of a duly executed Endorsement
from the Transferee, the General Guarantor shall be automatically released from
any liability under this Agreement.
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ARTICLE IV
TERM
4.1 This Agreement and each Guarantor's obligations hereunder shall
take effect on the date hereof and remain in effect until the date which is one
year after the date on which all of the Transaction Agreements are terminated.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
5.1. Each Guarantor hereby represents and warrants to each Beneficiary
as follows:
(a) Organization. Such Guarantor is a company duly organized,
------------
validly existing and in good standing under the laws of the jurisdiction of its
incorporation or formation.
(b) Capacity and Authority. Such Guarantor has all requisite
----------------------
corporate or other power and authority to execute and deliver this Agreement and
to perform its obligations hereunder. The execution and delivery by such
Guarantor of this Agreement, and the performance by such Guarantor of its
obligations hereunder, have been duly authorized by such Guarantor, and no other
corporate or other action on the part of such Guarantor is required. This
Agreement has been duly executed and delivered by such Guarantor and constitutes
the valid and binding obligation of such Guarantor, enforceable against such
Guarantor in accordance with its terms, except as the same may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
now or hereafter in effect, affecting the enforcement of creditors' rights
generally.
(c) Validity of Agreement. The execution, delivery and
---------------------
performance of this Agreement by such Guarantor does not and will not (i)
conflict with, or result in a breach of any provision of, such Guarantor's
charter or other constitutive documents, or (ii) conflict with, result in a
breach of any provision of, or constitute a default under, any agreement or
instrument by which such Guarantor or any of its assets or properties is bound,
or (iii) conflict with, or result in a breach or violation of any law,
regulation, decree or order by which such Guarantor or any of its assets or
properties is bound, or (iv) require any authorization, consent, order, permit
or approval of, or notice to, or filing, registration or qualification with, any
governmental, administrative, regulatory or judicial authority; except, in the
case of clauses (ii), (iii) and (iv) above, where such conflicts, breaches,
defaults or violations or such failure to obtain or make any such
authorizations, consents, orders, permits, approvals, notices, filings,
registrations or qualifications would not have a material adverse effect on such
Guarantor or the ability of such Guarantor to perform its obligations hereunder.
(d) Legal Proceedings. There are no actions, suits,
-----------------
proceedings or arbitrations pending or, to the knowledge of such Guarantor,
threatened, against such Guarantor or any of its assets or properties that could
reasonably be expected to result in the issuance of any writ, judgment, decree,
injunction or similar order of any governmental or regulatory authority
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restraining, enjoining or otherwise prohibiting or making illegal the execution,
delivery or performance by such Guarantor of this Agreement.
ARTICLE VI
LIMITED RECOURSE FOR CERTAIN OBLIGATIONS
6.1. Limited Recourse for General Obligations. Each of the parties to
-----------------------------------------
this Agreement acknowledges and agrees that the maximum amount payable by the
General Guarantor in respect of all claims under this Agreement by all
Beneficiaries shall be limited to an aggregate of One Hundred and Sixty Million
U.S. Dollars (US$160,000,000) less the sum of (x) any amounts up to
US$160,000,000 paid by Eco Telecom to the Beneficiaries in damages or as the
result of a settlement of any claim arising from any failure to duly, completely
and timely perform and/or fulfill any obligation under any of the Transaction
Agreements and (y) any amounts paid by the Limited Guarantor to any Beneficiary
hereunder, and that the Beneficiaries will have no further recourse to the
General Guarantor hereunder.
6.2. Limited Recourse for Limited Obligations. Each of the parties to
-----------------------------------------
this Agreement acknowledges and agrees that the maximum amount payable by the
Limited Guarantor under this Agreement shall be limited to One Hundred and Sixty
Million U.S. Dollars (US$160,000,000) less the sum of (x) any amounts up to
US$160,000,000 paid by Eco Telecom to the Beneficiaries in damages or as the
result of a settlement of any claim arising from any failure to duly, completely
and timely perform and/or fulfill any obligation under any of the Transaction
Agreements and (y) any amounts paid by the General Guarantor to any Beneficiary
under this Agreement, and that the Beneficiaries will have no further recourse
to the Limited Guarantor hereunder.
ARTICLE VII
MISCELLANEOUS PROVISIONS
7.1. Notices. All notices, requests and other communications
-------
hereunder must be in writing and will be deemed to have been duly given only if
delivered personally or by facsimile transmission or sent by courier to the
parties at the following addresses or facsimile numbers:
If to the General Guarantor, to:
Eco Holdings Limited
Xxxxx 0, 0 Xxxxx Xxxxx
Xxxxxxxxx
Attn: Xxxxx Xxxx
Facsimile No.: x000 00000
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with a copy to:
OOO Alfa-Eco
21, Novy Arbat
121019 Moscow
Russian Federation
Attn: Stanislav Shekshnya
Facsimile No.: x0 000 000 0000
and a copy to:
Xxxxxxx Xxxxx CIS Legal Services
00, Xxxxxxxxxxxx Xxxxxxxx
000000 Xxxxxx
Russian Federation
Attn: Xxxxxxxx Xxxxxxx
Facsimile No.: x0 000 000 0000
If to the Limited Guarantor, to:
CTF Holdings Limited
Xxxxx 0, 0 Xxxxx Xxxxx
Xxxxxxxxx
Attn: Xxxxx Xxxx
Facsimile No.: x000 00000
with a copy to:
OOO Alfa-Eco
21, Novy Arbat
121019 Moscow
Russian Federation
Attn: Stanislav Shekshnya
Facsimile No.: x0 000 000 0000
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and a copy to:
Xxxxxxx Xxxxx CIS Legal Services
00, Xxxxxxxxxxxx Xxxxxxxx
000000 Xxxxxx
Russian Federation
Attn: Xxxxxxxx Xxxxxxx
Facsimile No.: x0 000 000 0000
If to VIP, to:
OAO "Vimpel-Communications"
10 Xxxxxx 0-Xxxxx
Xxxxxxxx 00
000000 Xxxxxx
Russian Federation
Attn: Chief Executive Officer
Facsimile No.: x0 000 000 0000
with a copy to:
Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P.
0 Xxxxxxx Xxxxxx, Xxxxx Xxxxx XX
000000 Moscow
Russian Federation
Attn: Xxxxxxx X. Xxxxxxxx
Facsimile No.: x0 000 000 0000
If to VIP-R, to:
ZAO "VimpelCom-Region"
10 Xxxxxx 0-Xxxxx
Xxxxxxxx 00
000000 Xxxxxx
Russian Federation
Attn: General Counsel
Facsimile No.: x0 000 000 0000
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with a copy to:
Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P.
0 Xxxxxxx Xxxxxx, Xxxxx Xxxxx XX
000000 Moscow
Russian Federation
Attn: Xxxxxxx X. Xxxxxxxx
Facsimile No.: x0 000 000 0000;
and a copy to:
Xxxxxxx Xxxxx CIS Legal Services
00, Xxxxxxxxxxxx Xxxxxxxx,
000000 Xxxxxx
Russian Federation
Attn: Xxxxxxxx Xxxxxxx
Facsimile No.: x0 000 000 0000
If to Telenor East Invest AS, to:
Telenor East Invest AS
Keysers Xxxx 00
X-0000 Xxxx
Xxxxxx
Attn: Xxxxxx Xxxxxxxxx
Facsimile No.: x00 00 00 00 00
with a copy to:
Advokatene i Telenor
Xxxxxxxxxxxxxxxxx 0
X-0000 Xxxx
Xxxxxx
Attn: Bjrn Xxxxxxx
Facsimile No.: x00 00 00 00 00
All such notices, requests and other communications will (a) if delivered
personally against receipt to the address as provided in this Section 7.1, be
deemed given upon delivery, (b) if delivered by facsimile transmission to the
facsimile number as provided in this Section 7.1, be deemed given upon receipt,
and (c) if delivered by courier in the manner described above to the address as
provided in this Section 7.1, be deemed given upon confirmed receipt (in each
case
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regardless of whether such notice, request or other communication is received by
any other Person to whom a copy of such notice is to be delivered pursuant to
this Section 7.1). Any party from time to time may change its address, facsimile
number or other information for the purpose of notices to that party by giving
written notice specifying such change to the other parties hereto.
7.2. Entire Agreement. This Agreement, together with the Transaction
----------------
Agreements, supersedes all prior discussions and agreements between the parties
with respect to the subject matter hereof and thereof, and contains the sole and
entire agreement between the parties hereto and thereto with respect to the
subject matter hereof and thereof.
7.3. Waiver. Any term or condition of this Agreement may be waived at
------
any time by the party that is entitled to the benefit thereof, but no such
waiver shall be effective unless set forth in a written instrument duly executed
by or on behalf of the party waiving such term or condition. No waiver by any
party of any term or condition of this Agreement, in any one or more instances,
shall be deemed to be or construed as a waiver of the same or any other term or
condition of this Agreement on any future occasion.
7.4. Amendment. This Agreement may be amended, supplemented or
---------
modified only by a written instrument duly executed by or on behalf of each
party hereto.
7.5. No Third Party Beneficiary. The terms and provisions of this
--------------------------
Agreement are intended solely for the benefit of each party hereto and their
respective successors or permitted assigns, and it is not the intention of the
parties to confer third party beneficiary rights upon any other Person.
7.6. No Assignment; Binding Effect. Neither this Agreement nor any
-----------------------------
right, interest or obligation hereunder may be assigned or transferred by any
party hereto without the prior written consent of the other parties hereto and
any attempt to do so will be void. Subject to the preceding sentence, this
Agreement is binding upon, inures to the benefit of and is enforceable by the
parties hereto and their respective successors and permitted assigns.
7.7. Headings. The headings contained in this Agreement are for
--------
convenience of reference only, and do not form a part hereof and in no way
interpret or construe the provisions hereof.
7.8. No Joint Venture. Nothing contained herein shall be construed to
----------------
constitute a joint venture or an agency or partnership relationship among any of
the parties hereto.
7.9. Arbitration; Consent to Jurisdiction; Service of Process; Waiver
----------------------------------------------------------------
of Sovereign Immunity.
---------------------
(a) Any and all disputes and controversies arising under, relating to
or in connection with this Agreement shall be settled by arbitration by a panel
of three (3) arbitrators under the United Nations Commission on International
Trade Law (UNCITRAL) Arbitration
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Rules then in force (the "UNCITRAL Rules") in accordance with the following
terms and conditions:
(i) In the event of any conflict between the UNCITRAL Rules and the
provisions of this Agreement, the provisions of this Agreement shall prevail.
(ii) The place of the arbitration shall be Geneva, Switzerland.
(iii) Where there is only one claimant party and one respondent party,
each shall appoint one arbitrator in accordance with the UNCITRAL Rules, and the
two arbitrators so appointed shall appoint the third (and presiding) arbitrator
in accordance with the UNCITRAL Rules within thirty (30) days from the
appointment of the second arbitrator. In the event of an inability to agree on
a third arbitrator, the appointing authority shall be the International Court of
Arbitration of the International Chamber of Commerce, acting in accordance with
such rules as it may adopt for this purpose. Where there is more than one
claimant party, or more than one respondent party, all claimants and/or all
respondents shall attempt to agree on their respective appointment(s). In the
event that all claimants and all respondents cannot agree upon their respective
appointments(s) within thirty (30) Business Days of the date of the notice of
arbitration, all appointments shall be made by the International Court of
Arbitration of the International Chamber of Commerce.
(iv) The English language shall be used as the written and spoken
language for the arbitration and all matters connected to the arbitration.
(v) The arbitrators shall have the power to grant any remedy or
relief that they deem just and equitable and that is in accordance with the
terms of this Agreement, including specific performance, and including, but not
limited to, injunctive relief, whether interim or final, and any such relief and
any interim, provisional or conservatory measure ordered by the arbitrators may
be specifically enforced by any court of competent jurisdiction. Each party
hereto retains the right to seek interim, provisional or conservatory measures
from judicial authorities and any such request shall not be deemed incompatible
with the agreement to arbitrate or a waiver of the right to arbitrate.
(vi) The award of the arbitrators shall be final and binding on the
parties to this Agreement.
(vii) The award of the arbitrators may be enforced by any court of
competent jurisdiction and may be executed against the person and assets of the
losing party in any competent jurisdiction.
(b) Except for arbitration proceedings pursuant to Section 7.9(a), no
action, lawsuit or other proceeding (other than the enforcement of an
arbitration decision, an action to compel arbitration or an application for
interim, provisional or conservatory measures in connection with the
arbitration) shall be brought by or between the parties to this Agreement in
connection with any matter arising out of or in connection with this Agreement.
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(c) Each party hereto irrevocably appoints CT Corporation System,
located on the date hereof at 000 Xxxxxx Xxxxxx, 13th Floor, New York, New
York 10011, USA, as its true and lawful agent and attorney to accept and
acknowledge service of any and all process against it in any judicial action,
suit or proceeding permitted by Section 7.9(b), with the same effect as if such
party were a resident of the State of New York and had been lawfully served with
such process in such jurisdiction, and waives all claims of error by reason of
such service, provided that the party effecting such service shall also deliver
a copy thereof on the date of such service to the other parties by facsimile as
specified in Section 7.1. Each party to this Agreement will enter into such
agreements with such agent as may be necessary to constitute and continue the
appointment of such agent hereunder. In the event that any such agent and
attorney resigns or otherwise becomes incapable of acting, the affected party
will appoint a successor agent and attorney in New York reasonably satisfactory
to each other party, with like powers. Each party hereby irrevocably submits to
the non-exclusive jurisdiction of the United States District Court for the
Southern District of New York and of any New York state court sitting in New
York City, in connection with any such action, suit or proceeding, and agrees
that any such action, suit or proceeding may be brought in such court, provided,
however, that such consent to jurisdiction is solely for the purpose referred to
in this Section 7.9 and shall not be deemed to be a general submission to the
jurisdiction of said courts of or in the State of New York other than for such
purpose. Each party hereby irrevocably waives, to the fullest extent permitted
by law, any objection that it may now or hereafter have to the laying of the
venue of any such action, suit or proceeding brought in such a court and any
claim that any such action, suit or proceeding brought in such a court has been
brought in an inconvenient forum. Nothing herein shall affect the right of any
party to serve process in any other manner permitted by Law or to commence legal
proceedings or otherwise proceed against any other party in any other
jurisdiction in a manner not inconsistent with Section 7.9(b).
(d) Each of the Guarantors and Beneficiaries hereby represents and
acknowledges that it is acting solely in its commercial capacity in executing
and delivering this Agreement and each of the other Principal Agreements to
which it is a party and in performing its obligations hereunder and thereunder,
and each of the Guarantors and Beneficiaries hereby irrevocably waives with
respect to all disputes, claims, controversies and all other matters of any
nature whatsoever that may arise under or in connection with this Agreement or
any of the Principal Agreements and any other document or instrument
contemplated hereby or thereby, all immunity it may otherwise have as a
sovereign, quasi-sovereign or state-owned entity (or similar entity) from any
and all proceedings (whether legal, equitable, arbitral, administrative or
otherwise), attachment of assets, and enforceability of judicial or arbitral
awards.
7.10. Invalid Provisions. If any provision in this Agreement or
------------------
any other document executed in connection herewith is or shall become invalid,
illegal or unenforceable in any jurisdiction, the invalidity, illegality or
unenforceability of such provision in such jurisdiction shall not affect or
impair the validity, legality or enforceability of (i) any other provision of
this Agreement or any such other document in such jurisdiction or (ii) such
provision or any other provision of this Agreement or any such other document in
any other jurisdiction.
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7.11. Governing Law. This Agreement shall be governed by, and
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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.
7.12. Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which shall be deemed to be an original, but all of which
constitute one and the same instrument.
7.13. Expenses. Each party shall pay its own expenses and costs
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incidental to its negotiation, execution, delivery and performance of this
Agreement.
[Remainder of Page Intentionally Blank; Signature Pages Follow]
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by each
party hereto as of the day and year first above written.
The Limited Guarantor:
---------------------
CTF HOLDINGS LIMITED
By /s/ Xxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Attorney-in-Fact
The General Guarantor:
---------------------
ECO HOLDINGS LIMITED
By /s/ Serge Barychkov
----------------------------------
Name: Serge Barychkov
Title: Attorney-in-Fact
The Beneficiaries:
-----------------
OPEN JOINT-STOCK COMPANY
"VIMPEL-COMMUNICATIONS"
By /s/ Xxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxx X. Xxxxx
Title: President
By /s/ Xxxxxxxx X. Bychenkov
----------------------------------
Name: Xxxxxxxx X. Bychenkov
Title: Chief Accountant
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CLOSED JOINT-STOCK COMPANY
"VIMPELCOM-REGION"
By /s/ Xxxxxxx Xxxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Attorney-in-Fact
By /s/ Xxxxxx X. Xxxxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Chief Accountant
TELENOR EAST INVEST AS
By /s/ Tron Xxxxx
----------------------------------
Name: Tron Xxxxx
Title: Attorney-in-Fact
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