GUARANTEE AGREEMENT
GUARANTEE AGREEMENT dated as of May 30, 2001 (this "Agreement") between and
among TELENOR ASA, a company organized and existing under the laws of Norway
(the "Guarantor"), 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 ECO TELECOM LIMITED, a company organized and existing
under the laws of Gibraltar ("Eco Telecom" and, together with VIP and VIP-R,
individually, each, a "Beneficiary" and, collectively, the "Beneficiaries").
W I T N E S S E T H
WHEREAS, (a) Telenor East Invest AS, a company organized and existing under
the laws of Norway ("Telenor East Invest"), Eco Telecom 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 and Eco Telecom has agreed to
purchase certain shares of voting capital stock in VIP, (b) Telenor East Invest
and Eco Telecom are parties to the Shareholders Agreement dated as of the date
hereof (the "VIP Shareholders Agreement") and (c) Telenor East Invest, 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 and Eco Telecom certain registration rights with respect to their
ownership of shares of common stock in VIP;
WHEREAS, Telenor East Invest, Eco Telecom, 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, 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, Eco Telecom and VIP
certain registration rights with respect to their ownership of shares of common
stock in VIP-R (the VIP Agreements and the VIP-R Agreements are referred to
herein, collectively, as the "Transaction Agreements");
WHEREAS, Telenor East Invest is an indirect wholly-owned subsidiary of the
Guarantor; and
WHEREAS, to induce each of VIP, VIP-R and Eco Telecom to enter into and
perform their obligations under the Transaction Agreements to which each is a
party, the Guarantor has 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
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 Guarantor hereby guarantees to VIP, Eco Telecom and VIP-R, as
the case may be, (a) the full payment of that portion of the Purchase Price as
is specified opposite Telenor East Invest's name in Schedule 2.02 to the VIP
Primary Agreement (as amended) when and to the extent such amount becomes due
and payable by Telenor East Invest pursuant to the VIP Primary Agreement (the
"Funding Obligations") and (b) the due, complete and timely performance and/or
fulfillment by Telenor East Invest of each and every obligation of Telenor East
Invest under each of the Transaction Agreements (all such obligations, together
with the Funding Obligations, are collectively referred to herein as the
"Obligations").
2.2. It is understood and agreed that, subject to Sections 2.3 and 2.5
below, nothing herein shall require the Guarantor to make any payment or
perform, or cause to be performed, any obligation under circumstances in which
Telenor East Invest would not be required, pursuant to the terms of the relevant
Transaction Agreement, to perform such obligation or make such payment 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 or payment to be
satisfied. It is also understood and agreed that such guarantee is a continuing
guarantee and that, subject to the preceding sentence, the Obligations are and
shall be absolute under any and all circumstances.
2.3. The Guarantor hereby agrees that its liability hereunder shall be
unaffected by (a) any amendment or modification of any provision of any
Transaction Agreement unless such amendment or modification increases the amount
of the Guarantor's liability hereunder or such amendment or modification 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, Telenor East Invest 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 the Guarantor, or (d) any
bankruptcy, insolvency, reorganization, arrangement, assignment for the benefit
of creditors, receivership or trusteeship affecting Telenor East Invest or any
other Person, or any of their respective successors or assigns, whether or not
any notice thereof is given to the Guarantor.
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2.4. The 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 Telenor East Invest or any other Person,
or exhaust its remedies against Telenor East Invest or any other Person, in
respect of any of the Transaction Agreements, as a condition precedent to
bringing an action against the Guarantor under this Agreement. It is understood
and agreed that the guarantee set forth in this Section 2 insofar as it relates
to an obligation to pay money is a guarantee of payment, and not of collection.
2.5. The Obligations shall be deemed not to have been paid, observed
or performed, and the Guarantor's obligations in respect thereof shall continue
and not be discharged, to the extent that any payment, observance or performance
thereof by Telenor East Invest 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 Guarantor has given its
consent, which it shall not unreasonably withhold or delay, to any such
settlement or compromise) of any claim for any such recovery or payment over.
The Guarantor hereby expressly agrees that it shall be liable hereunder with
respect to any Obligation whenever such a recovery or payment over thereof
occurs.
2.6. The 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.
2.7. The Guarantor hereby waives any right or claim of right to cause
a marshaling of Telenor East Invest'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.
ARTICLE III
CERTAIN COVENANTS
3.1 Without prejudice to the generality of Article II, the Guarantor
hereby agrees:
(a) to cause Telenor East Invest, and any other Controlled Affiliate
of the Guarantor which is a successor to or permitted assign of all or any part
of Telenor East Invest'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 Telenor East Invest's and
such other Controlled Affiliate's respective obligations under 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
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III(a) shall not release Telenor East Invest 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 the
Guarantor or any such Controlled Affiliate were an original signatory to any
such Agreement as a "Purchaser" or a "Shareholder", in each case to the extent
provided therein; and
(c) to comply with, and cause each of its Controlled Affiliates to
comply with, the obligations of Telenor East Invest 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 Telenor East Invest, in each case to the
extent provided therein.
ARTICLE IV
TERM
4.1. This Agreement and the 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;
provided, however, that if Telenor East Invest has not exercised its option to
purchase any shares of common stock of VIP-R pursuant to the VIP-R Primary
Agreement on or prior to the Third Closing (as such term is defined in the VIP-R
Primary Agreement), the Guarantor's obligations hereunder with respect to the
VIP-R Agreements shall terminate immediately.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
5.1. The Guarantor hereby represents and warrants to each Beneficiary
as follows:
(a) Organization. The Guarantor is a company duly organized,
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validly existing and in good standing under the laws of Norway.
(b) Capacity and Authority. The Guarantor has all requisite
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corporate or other power and authority to execute and deliver this Agreement and
to perform its obligations hereunder. The execution and delivery by the
Guarantor of this Agreement, and the performance by the Guarantor of its
obligations hereunder, have been duly authorized by the Guarantor, and no other
corporate or other action on the part of the Guarantor is required. This
Agreement has been duly executed and delivered by the Guarantor and constitutes
the valid and binding obligation of the Guarantor, enforceable against the
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 the Guarantor does not and will not (i)
conflict with, or result in a breach of
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any provision of, the 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 the 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 the 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 the
Guarantor or the ability of the Guarantor to perform its obligations hereunder.
(d) Legal Proceedings. There are no actions, suits, proceedings
-----------------
or arbitrations pending or, to the knowledge of the Guarantor, threatened,
against the 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 restraining,
enjoining or otherwise prohibiting or making illegal the execution, delivery or
performance by the Guarantor of this Agreement.
ARTICLE VI
LIMITED RECOURSE FOR CERTAIN OBLIGATIONS
6.1 Each of the parties to this Agreement acknowledges and agrees
that the maximum amount payable by the Guarantor in respect of all claims under
this Agreement by all Beneficiaries shall be limited (i) in respect of the
Funding Obligations, to an amount equal to that portion of the Purchase Price as
is specified opposite Telenor East Invest's name in Schedule 2.02 to the VIP
Primary Agreement (as amended) and (ii) in respect of all other obligations
hereunder, to an aggregate of One Hundred and Sixty Million U.S. Dollars
(US$160,000,000), less any amounts up to US$160,000,000 paid by Telenor East
Invest 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 that the Beneficiaries will have no
further recourse to the Guarantor hereunder.
ARTICLE VII
MISCELLANEOUS PROVISIONS
7.1. Notices. All notices, requests and other communications
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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:
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If to the Guarantor, to:
Telenor ASA
Xxxxxxxxxxxxxxxxx 0
X-0000 Xxxx
Xxxxxx
Attention: Xxxxxx Xxxxxxxxx
Facsimile No.: x00 00 00 00 00
with a copy to:
Advokatene i Telenor
Xxxxxxxxxxxxxxxxx 0
X-0000 Xxxx
Xxxxxx
Attention: Bjrn Xxxxxxx
Facsimile No.: x00 00 00 00 00
If to VIP, to:
OAO "Vimpel-Communications"
10 Xxxxxx 0-Xxxxx
Xxxxxxxx 00
000000 Xxxxxx
Russian Federation
Attention: 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
Attention: Xxxxxxx X. Xxxxxxxx
Facsimile No.: x0 000 000 0000
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If to VIP-R, to:
ZAO "VimpelCom-Region"
10 Xxxxxx 0-Xxxxx
Xxxxxxxx 00
000000 Xxxxxx
Russian Federation
Attention: General Counsel
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
Attention: 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
Attention: Xxxxxxxx Xxxxxxx
Facsimile No.: x0 000 000 0000
If to Eco Telecom, to:
21, Novy Arbat
121019 Moscow
Russian Federation
Attention: Stanislav Shekshnya
Facsimile No.: x0000 000 0000
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with a copy to:
OOO Alfa-Eco
21, Novy Arbat
121019 Moscow
Russian Federation
Attention: Stanislav Shekshnya
Facsimile No.: x0 000 000 0000
and a copy to:
Xxxxxxx Xxxxx CIS Legal Services
00, Xxxxxxxxxxxx Xxxxxxxx
000000 Xxxxxx
Russian Federation
Attention: Xxxxxxxx Xxxxxxx
Facsimile No.: x0 000 000 0000
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 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
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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
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modified only by a written instrument duly executed by or on behalf of each
party hereto.
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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
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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
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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 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.
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(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.
(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
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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 Guarantor 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 Guarantor 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.
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 Guarantee Agreement has been duly executed
and delivered by each party hereto as of the day and year first above written.
The Guarantor:
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TELENOR ASA
By /s/ Tron Xxxxx
------------------------------------
Name: Tron Xxxxx
Title: Attorney-in-Fact
The Beneficiaries:
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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
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
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ECO TELECOM LIMITED
By /s/ Serge Barychkov
------------------------------------
Name: Serge Barychkov
Title: Attorney-in-Fact
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