AMENDMENT NO
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
This Amendment No. 1 to Registration Rights Agreement (this
"Amendment"), dated as of the 15/th/ day of May, 2002, by and among OPEN JOINT
STOCK COMPANY "VIMPEL-COMMUNICATIONS", an open joint stock company organized and
existing under the laws of the Russian Federation ("VIP"), ECO TELECOM LIMITED,
a company organized and existing under the laws of Gibraltar ("Eco Telecom"),
TELENOR EAST INVEST AS, a company organized and existing under the laws of
Norway ("Telenor") and OPEN JOINT STOCK COMPANY "VIMPELCOM-REGION", an open
joint stock company organized and existing under the laws of the Russian
Federation (the "Company").
WHEREAS, VIP, Eco Telecom, Telenor and the Company are parties to that
Registration Rights Agreement, dated as of May 30, 2001 (the "Registration
Rights Agreement"); and
WHEREAS, VIP, Eco Telecom, Telenor and the Company desire to amend the
Registration Rights Agreement on the terms set forth herein.
NOW, THEREFORE, to implement the foregoing and in consideration of the
mutual terms and conditions contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Unless otherwise expressly stated herein to the contrary, all
provisions of the Registration Rights Agreement shall remain valid, binding and
in effect as set forth in the Registration Rights Agreement, except as necessary
to give effect to the matters set forth in this Amendment. Capitalized terms
used but not otherwise defined herein shall have the meanings ascribed to such
terms in the Registration Rights Agreement.
2. The phrase "Board of Directors of the Company" in Sections 2.6(a)
and 2.6(b)(iv) shall be replaced with the phrase "general meeting of
shareholders of the Company".
The phrase "by vote of its Board of Directors" in Section 5.3 of the
Registration Rights Agreement shall be replaced with the phrase "by vote of the
general meeting of shareholders of the Company".
4. The parties hereto acknowledge and agree that this Amendment shall
become effective only if (i) VIP's shareholders approve items 10 and 11 set
forth on the agenda of VIP's 2002 annual GMS, (ii) either (X) at least US$200
million is disbursed to VIP under a loan agreement to be entered into by VIP, as
borrower, with X.X. Xxxxxx AG, as lender or (Y) at least 80% of all members of
the VIP Board approve the waiver of clause 4(ii)(X) and (iii) the Company
obtains all necessary consents and waivers of third parties. In the event that
(i) VIP's shareholders do not approve such items 10 and 11 on the agenda of
VIP's 2002 annual GMS, (ii) (X) at least US$200 million is not disbursed to VIP
under a loan agreement to be entered into by VIP, as borrower, with X.X. Xxxxxx
AG, as lender, and (Y) at least 80% of all members of the VIP Board do not
approve the waiver of clause 4(ii)(X) or (iii) the Company is unable to obtain
all necessary consents and waivers of third parties, this Amendment shall be
null and void and of no force or effect.
5. This Amendment shall become effective only upon its execution by
all parties hereto.
IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be
duly executed by its duly authorized officer, effective as of the day and year
first above written.
OPEN JOINT STOCK COMPANY "VIMPEL-COMMUNICATIONS"
By: /s/ Xx Xxxxxx
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Name: Xx Xxxxxx
Title: CEO/General Director
By: /s/ Xxxxxxx Steshchenko
--------------------------------------
Name: Xxxxxxx Steshchenko
Title: Chief Accountant
ECO TELECOM LIMITED
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Attorney-in-Fact
TELENOR EAST INVEST AS
By: /s/ Xxxxxx Xxxxxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Attorney-in-Fact
OPEN JOINT STOCK COMPANY "VIMPELCOM-REGION"
By: /s/ Xxxxxx Xxxxxxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: General Director
By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Chief Accountant
