ACCOUNT CONTROL AGREEMENT December 21, 2007 PARTIESAccount Control Agreement • January 18th, 2008 • Lillian Acquisition, Inc. • Radiotelephone communications • Delaware
SECURITY AGREEMENTSecurity Agreement • January 18th, 2008 • Lillian Acquisition, Inc. • Radiotelephone communications • Delaware
This Security Agreement (this “Agreement”), dated as of December 21, 2007, among, Lillian Acquisition, Inc., (the “Pledgor”) a Delaware corporation and a wholly owned subsidiary of VimpelCom Finance B.V. (“Parent”) and Golden Telecom, Inc., a Delaware corporation (the “Secured Party”). Capitalized terms used herein and not otherwise defined shall have the meanings as set forth in the Merger Agreement (as defined below).
To: Lillian Acquisition, Inc. (the “Borrower”) Wilmington, Delaware 19808 United States of America Attn: Alexey Nikonov, Chief Financial OfficerLillian Acquisition, Inc. • January 18th, 2008 • Radiotelephone communications
We Open Joint Stock Company “Vimpel-Communications” (the “Lender”) are pleased to set out in this letter the terms and conditions on which we commit to provide the Loan to the Borrower.
ESCROW AGREEMENTEscrow Agreement • January 18th, 2008 • Lillian Acquisition, Inc. • Radiotelephone communications • Delaware
This Escrow Agreement (this “Agreement”), dated as of December 21, 2007, among, Lillian Acquisition, Inc., (“Merger Sub”) a Delaware corporation and a wholly owned subsidiary of VimpelCom Finance B.V. (“Parent”), Golden Telecom, Inc., a Delaware corporation (the “Company”), and Citibank, N.A., a national banking association organized and existing under the laws of the United States of America (“Citibank”) and acting through its Agency and Trust Division and solely in its capacity as escrow agent under the Agreement, and any successors appointed pursuant to the terms hereof (Citibank in such capacity, the “Escrow Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings as set forth in the Merger Agreement (as defined below).
AMENDED AND RESTATED UNSECURED LOAN AGREEMENT No. 33/2007 VC_LillianLoan Agreement • January 18th, 2008 • Lillian Acquisition, Inc. • Radiotelephone communications • England
Lillian Acquisition, Inc., a Delaware corporation, as borrower (the “Borrower”), represented by its sole director and President Elena Shmatova; and
