EXHIBIT C
Conformed Copy
PURCHASE AGREEMENT
This Purchase Agreement (this "Agreement") is entered into, as of July 28, 2000,
by and between VC Limited, a company organized and existing under the laws of
British Virgin Islands (the "Seller"), and Telenor East Invest AS, a company
organized and existing under the laws of Norway (the "Purchaser" and, together
with the Seller, collectively, the "Parties"). The Parties hereby agree as
follows:
1. Subject of the Agreement
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(a) The Seller hereby agrees to sell, and the Purchaser hereby agrees to
purchase, 2,400,532 (two million four hundred thousand five hundred and
thirty-two) American Depositary Shares of Open Joint Stock Company "Vimpel-
Communications" ("VimpelCom"), each representing three-quarters (3/4) of
one (1) share of VimpelCom common stock, par value 0.005 Rubles per share
(the "ADSs"), at the price of US $215/8 per one ADS, and for the total
price of US$51,911,504.50.
(b) The payment of the aggregate price of US$51,120,017.00 for 2,363,931.42
ADSs (the "Initial ADSs") shall be made using the proceeds from the
repayment of the principal of, interest on, and fees relating to, the loans
under the Working Capital Bridge Facility, dated as of June 23, 2000,
between VimpelCom, as the borrower, and the Purchaser, as the lender (the
"Telenor Loan Agreement"), in the manner set forth in the Intraday
Overdraft Facility Agreement #1 between Citibank T/O and VimpelCom, dated
July 20, 2000.
(c) The payment of the aggregate price of US$791,487.50 for 36,600.58 ADSs (the
"Additional ADSs") shall be made in accordance with Section 2.06(a)(ii)(C)
of the Primary Agreement, except that the wire instruction contemplated
thereby will be with respect to that part of the Purchase Price relating to
the Additional ADSs.
2. Obligations of the Parties and Incorporation of the Primary Agreement by
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Reference
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Other than as set forth herein, the purchase of the ADSs, the payment for the
ADSs and the transfer of title to the ADSs shall be made according to the terms
set forth in the Primary Agreement (Financing Vehicles), dated as of June 23,
2000, between the Seller, VimpelCom Finance B.V., VimpelCom B.V. and the
Purchaser (the "Primary Agreement"). The Primary Agreement is hereby
incorporated into this Agreement by reference and constitutes an inalienable
part of this Agreement as if all the provisions thereof, including, among
others, the provisions relating to the transfer of title to the ADSs and all
other substantial terms, were stated in full herein, except that:
(a) Section 2.01 of the Primary Agreement shall not be included herein by
reference;
(b) other than as specifically set forth herein, the terms of the Primary
Agreement shall apply to the purchase of the Additional ADSs, mutatis
mutandis, as if both the Initial ADSs and the Additional ADSs were included
in the definition of the "Option Shares," and all related definitions;
(c) to the extent Sections 1, 2, 3, 4 or 5 hereof are inconsistent with the
terms of the Primary Agreement, they shall supersede the terms of the
Primary Agreement;
(d) the Intraday Overdraft Facility Agreement #2 between Citibank T/O and
VimpelCom, dated July 20, 2000, shall be considered the "Citibank
Guarantee" for the purposes of the Primary Agreement and for the purposes
hereof; and
(e) clauses (b) and (c) of Section 5.06 of the Primary Agreement shall be
amended and restated as set forth in Section 3 hereof.
3. Modifications to Section 5.06 of the Primary Agreement
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For the purposes of this Agreement, clauses (b) and (c) of Section 5.06 of the
Primary Agreement shall be amended and restated in their entirety to read as
follows:
"(b) If the FCSM shall have failed to register the report on the
results of the issuance of the New Shares underlying the ADSs
purchased hereunder (the "Placement Report"), the Seller shall use
its best efforts to cure any defect in such Placement Report
within the time allotted for such cure under applicable law.
(c) If within sixty (60) days after the closing of the transactions
contemplated by the Primary Agreement:
(i) the Purchaser (x) has not received the Registration Notice and
the Opinion of Counsel (each, as defined in the Blocked Account
Agreement by and among Citibank T/O, the Seller, VimpelCom,
VimpelCom B.V., the European Bank for Reconstruction and
Development, the Purchaser and UBS AG, acting through its
financial group UBS Warburg, as representative of the underwriters
(the "Blocked Account Agreement")), (y) has received the
Registration Notice and the Opinion of Counsel, and as evidenced
by such Registration Notice and the Opinion of Counsel, less than
7,000,000 New Shares were included in the Placement Report, or (z)
has received the Failed Registration Notice under, and as defined
in, the Blocked Account Agreement; and (ii) (x) the Purchaser has
sent a notice to Citibank T/O advising Citibank T/O of the FCSM's
failure to register the Placement Report as contemplated by the
Citibank Guarantee and
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has not received the aggregate amount paid by the Purchaser to the
Seller for the Initial ADSs and any other amounts payable to the
Purchaser in accordance with the Citibank Guarantee (the "Initial
ADS Proceeds") or the Citibank Guarantee has been cancelled prior
to the sending of such notice, and/or (y) neither the Purchaser
nor the Primary Agreement ADS Depositary (as defined in the
Blocked Account Agreement) has received the aggregate amount paid
by the Purchaser to the Seller for the Additional ADSs and any
other amounts payable to the Purchaser or the Primary Agreement
ADS Depositary in accordance with the Blocked Account Agreement
(the "Additional ADS Proceeds"),
then, within five (5) Business Days after the Purchaser has notified the
Seller that it has not received the Initial ADS Proceeds or the
Additional ADS Proceeds, as the case may be, or any part thereof, the
Seller shall reimburse to an account of the Purchaser notified to the
Seller by the Purchaser the Initial ADS Proceeds or the Additional ADS
Proceeds, or the unpaid part thereof, as the case may be. Such payment
shall be made in US Dollars, in immediately available funds, and without
any setoff, withholding or deduction. Notwithstanding anything to the
contrary in this Agreement, the Seller's obligation to make such payment
to the Purchaser shall be absolute and unconditional and shall rank pari
passu with the other general unsecured senior obligations of the Seller."
4. Representations and Warranties of the Seller
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The Seller hereby represents and warrants to the Purchaser as of the date hereof
that the representations and warranties of the Seller set forth in Article III
of the Primary Agreement are true and correct on and as of the date hereof.
5. Closing
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The parties hereto agree that the Closing will take place as specified in
Section 2.06(a)(ii)(C) of the Primary Agreement, except as provided in Section 1
hereof.
6. Governing Law
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This Agreement shall be governed by, and 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.
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7. Arbitration
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Any and all disputes and controversies arising under, relating to or in
connection with this Agreement shall be settled by arbitration as provided for
in Section 10.10 of the Primary Agreement.
8. Counterparts
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This Agreement may be executed in any number of counterparts, each of which will
be deemed an original, but all of which together will constitute one and the
same instrument.
9. Term
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This Agreement shall be effective from the day of its execution by the Parties
and shall continue in full force and effect until the Parties have performed
their respective obligations.
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IN WITNESS WHEREOF, this Purchase Agreement has been duly executed and
delivered by each Party as of the date first above written.
TELENOR EAST INVEST AS VC LIMITED
By /s/ Xxxxxx Xxxxxxxxx By /s/ Xxxxxx Xxxxxxxxxx
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Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxxxx
Attorney-in-Fact Authorized Signatory
