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EXHIBIT O
Xx. Xxxxxx Xxxxxxxxxx Xxxxx
Xxxxxx 0-xxx Xxxxxxxxx-Xxxxxxxx, Xxx 0, Xxxxxxxxxx 0
May 30, 2001
Eco Telecom Limited
Xxxxx 0, 0 Xxxxx Xxxxx
Xxxxxxxxx
Xxxxxxxxx No.: x000-00000
Dear Sirs,
Reference is made to (i) the Share Purchase Agreement dated as
of the date hereof by and between us, (ii) the Surety Agreement dated as of the
date hereof by and between us and (iii) the Share Purchase Agreement dated as of
the date hereof by and between you and Overture Limited (the "Preferred Stock
Purchase Agreement," and, collectively with the agreements under clauses (i) and
(ii) above, the "Agreements").
Understanding that as of the date hereof you are entering into
certain agreements (collectively, the "Transaction Agreements") with (i) Open
Joint Stock Company "Vimpel-Communications" ("VIP"), Closed Joint Stock Company
"VimpelCom-Region" ("VIP-R") and Telenor East Invest AS ("Telenor") with respect
to your making investments into VIP and VIP-R and (ii) with Telenor with respect
to certain matters of corporate governance of VIP, and in order to induce you to
enter into the Agreements and the Transaction Agreements and to close the
transactions contemplated thereunder, I hereby confirm that neither I nor any of
my Controlled Affiliates (as defined in the first mentioned Share Purchase
Agreement) will nominate any candidate for election to the board of directors of
VIP as long as you own in the aggregate at least twenty five percent (25%) plus
one (1) share of voting stock of VIP.
The undertaking contained herein is irrevocable until any
Event of Default under the Preferred Stock Purchase Agreement or any Eco Telecom
Contribution Default under the Transaction Agreements has occurred and is
continuing.
Sincerely yours,
/s/ Xx. Xxxxxx X. Xxxxx
