EXHIBIT C Conformed Copy ESCROW AGREEMENT Dated December 1, 1998Escrow Agreement • December 10th, 1998 • Telenor East Invest As • Radiotelephone communications
EXHIBIT B Conformed Copy SHARE PURCHASE AGREEMENT # 101 KBI - 12/2000Share Purchase Agreement • January 5th, 2001 • Telenor East Invest As • Radiotelephone communications • New York
amongShareholders Agreement • June 12th, 2001 • Telenor East Invest As • Radiotelephone communications • New York
ARTICLE I DEFINITIONS AND INTERPRETATIONGuarantee Agreement • June 12th, 2001 • Telenor East Invest As • Radiotelephone communications • New York
TERMINATION AGREEMENT dated as of May 30, 2001 between and among OPEN JOINT STOCK COMPANY "VIMPEL-COMMUNICATIONS", an open joint stock company organized and existing under the laws of the Russian Federation (the "Issuer"), VIMPELCOM FINANCE B.V., a...Termination Agreement • June 12th, 2001 • Telenor East Invest As • Radiotelephone communications • New York
amongRegistration Rights Agreement • June 12th, 2001 • Telenor East Invest As • Radiotelephone communications • New York
betweenTelenor East Invest As • July 6th, 2000 • Radiotelephone communications • New York
Exhibit A JOINT FILING AGREEMENT Conformed Copy We, the signatories of the statement on Schedule 13D to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of...Joint Filing Agreement • December 10th, 1998 • Telenor East Invest As • Radiotelephone communications
We, the signatories of the statement on Schedule 13D to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.
EXHIBIT C Conformed Copy CONTRACT OF PLEDGE OF SHARES Dated June 23, 2000Telenor East Invest As • July 6th, 2000 • Radiotelephone communications
andEscrow Agreement • June 12th, 2001 • Telenor East Invest As • Radiotelephone communications
Conformed Copy REGISTRATION RIGHTS AGREEMENT dated as of December 1, 1998Registration Rights Agreement • December 10th, 1998 • Telenor East Invest As • Radiotelephone communications • New York
Exhibit A Conformed Copy SHARE PURCHASE AGREEMENT No. AV-02 Moscow, Russia November 5, 2001 This Share Purchase Agreement (this "Agreement") is entered into by and between Open Joint Stock Company "Vimpel-Communications", organized and existing under...Share Purchase Agreement • November 13th, 2001 • Telenor East Invest As • Radiotelephone communications • New York
WITNESSETHConformed Copy • December 10th, 1998 • Telenor East Invest As • Radiotelephone communications
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...Purchase Agreement • August 8th, 2000 • Telenor East Invest As • Radiotelephone communications • New York
betweenOption Agreement • June 12th, 2001 • Telenor East Invest As • Radiotelephone communications • New York
JOINT FILING AGREEMENTJoint Filing Agreement • November 4th, 1999 • Telenor East Invest As • Radiotelephone communications
SHAREHOLDERS AGREEMENT dated as of May 30, 2001 between and among TELENOR EAST INVEST AS,Shareholders Agreement • June 12th, 2001 • Telenor East Invest As • Radiotelephone communications • New York
REGISTRATION RIGHTS AGREEMENT dated as of May 30, 2001 between and among TELENOR EAST INVEST AS, ECO TELECOM LIMITEDRegistration Rights Agreement • June 12th, 2001 • Telenor East Invest As • Radiotelephone communications • New York
EXHIBIT A Conformed Copy NOTICE OF MANDATORY EXERCISE OF OPTION REQUIREMENT AND WAIVER This Notice of Mandatory Exercise of Option Requirement and Waiver is given and entered into in connection with (i) the Primary Agreement (Financing Vehicles),...Telenor East Invest As • August 8th, 2000 • Radiotelephone communications
GUARANTEE dated as of October 4, 2009 between TELENOR ASA, AS GUARANTOR and THE ALFA PARTIES LISTED ON SCHEDULE I, AS BENEFICIARIESGuarantee • October 5th, 2009 • Telenor East Invest As • Radiotelephone communications • New York
GUARANTEE dated as of October 4, 2009 (this “Guarantee”) between Telenor ASA, a company organized and existing under the laws of Norway (“Telenor”), and the legal entities listed on Schedule I hereto (collectively, the “Beneficiaries” and, individually, each a “Beneficiary” and, together with Telenor, collectively, the “Parties” and, individually, each a “Party”).
betweenShare Purchase Agreement • June 12th, 2001 • Telenor East Invest As • Radiotelephone communications • New York
REGISTRATION RIGHTS AGREEMENT dated as of October 4, 2009 between and among VIMPELCOM LTD., ECO TELECOM LIMITED, ALTIMO HOLDINGS & INVESTMENTS LTD., ALTIMO COOPERATIEF U.A. TELENOR MOBILE COMMUNICATIONS AS and TELENOR EAST INVEST ASRegistration Rights Agreement • October 5th, 2009 • Telenor East Invest As • Radiotelephone communications • New York
REGISTRATION RIGHTS AGREEMENT dated as of October 4, 2009 (this “Agreement”) between and among VimpelCom Ltd., a company organized and existing under the laws of Bermuda (the “Company”), Eco Telecom Limited, a company organized and existing under the laws of Gibraltar (“Eco Telecom”), Altimo Holdings & Investments Ltd., a company organized and existing under the laws of the British Virgin Islands (“Altimo”), Altimo Cooperatief U.A., a company organized under the laws of the Netherlands (“Altimo Cooperatief”), Telenor Mobile Communications AS, a company organized and existing under the laws of Norway (“Telenor Mobile”), Telenor East Invest AS, a company organized and existing under the laws of Norway (“Telenor East”), and such other holders of capital stock of the Company as shall be party hereto from time to time (each, a “Party” and, collectively, the “Parties”).
betweenPrimary Agreement • June 12th, 2001 • Telenor East Invest As • Radiotelephone communications • New York
Conformed Copy SHAREHOLDERS AGREEMENT dated as of December 1, 1998Shareholders Agreement • December 10th, 1998 • Telenor East Invest As • Radiotelephone communications • New York
JOINT FILING AGREEMENTJoint Filing Agreement • October 12th, 2000 • Telenor East Invest As • Radiotelephone communications
WITNESSETHService Obligation Agreement • June 7th, 1999 • Telenor East Invest As • Radiotelephone communications
EXHIBIT D Conformed Copy BLOCKED ACCOUNT AGREEMENT made on 28 July 2000 (this "Agreement") by and between: Citibank T/O (the "Account Bank"); and Open Joint Stock Company "Vimpel-Communications", an open joint stock company organized under the laws of...Blocked Account Agreement • August 8th, 2000 • Telenor East Invest As • Radiotelephone communications
Exhibit B Conformed Copy SHARE PURCHASE AGREEMENT OT-01 This Share Purchase Agreement (this "Agreement") is entered into in the city of Moscow, the Russian Federation, on November 5, 2001, by and between Telenor East Invest AS, a company organized and...Share Purchase Agreement • November 13th, 2001 • Telenor East Invest As • Radiotelephone communications • New York
Telenor East Invest AS Universitetsgaten 2 N-0130 Oslo Norway May 30, 2001Telenor East Invest As • June 12th, 2001 • Radiotelephone communications
FOURTH AMENDMENT AGREEMENT dated 2 June 2009 among: ING Bank N.V., London Branch (“ING”), AND Telenor East Invest AS (the “Counterparty”).Fourth Amendment Agreement • June 2nd, 2009 • Telenor East Invest As • Radiotelephone communications • England and Wales
ING and the Counterparty are parties to a Total Return Swap Transaction as evidenced by the letter agreement dated 2 June 2006, as amended and novated by the Assignment, Novation and Amendment Agreement dated 30 March 2007 between and among ING, Telenor ASA and the Counterparty, as further amended by the Second Amendment Agreement dated 11 May 2007, and as further amended by the third Amendment Agreement dated 2 June 2008 (as so amended and novated and in effect on the date hereof, together with additional completed Supplemental Confirmations, the “TRS”).
ASSIGNMENT, NOVATION AND AMENDMENT AGREEMENT dated 30 March 2007 among: ING Bank N.V., London Branch (the “Remaining Party”), Telenor ASA (the “Transferor”) AND Telenor East Invest AS (the “Transferee”)Novation and Amendment Agreement • March 30th, 2007 • Telenor East Invest As • Radiotelephone communications • England
The Transferor and the Remaining Party have entered into a Total Return Swap Transaction as evidenced by the letter agreement dated 2 June 2006, a copy of which is attached in the Annex hereto (with additional completed Supplemental Confirmations, the “TRS”).
Date: June 2, 2006 To: Telenor ASA Telephone No.: Redacted Facsimile No.: Redacted Attention: Redacted From: ING Bank N.V., London Branch (“ING”) Telephone No.: Redacted Facsimile No.: Redacted Attention: Redacted ING Reference Number: Redacted...Telenor East Invest As • June 2nd, 2006 • Radiotelephone communications
The purpose of this letter agreement (this “Master Confirmation”) is to confirm the terms and conditions applicable to transactions (each a “Transaction” and, together the “Transactions”) to be entered into between us on the Trade Date specified below from time to time. Each Transaction is to be evidenced by a supplemental confirmation (each, a “Supplemental Confirmation” and each such Supplemental Confirmation, together with, the Master Confirmation, a “Confirmation” for purposes of the Agreement (as defined below)) substantially in the form of Exhibit A hereto, which shall be executed by ING and delivered to and binding on the Counterparty (as defined below) (except in the case of manifest error) without the need for any further action by the parties.
Telenor East Invest AS Keysers Gate 13 N-0130 Oslo NorwayTelenor East Invest As • January 5th, 2001 • Radiotelephone communications • New York
SECOND AMENDMENT AGREEMENT dated 11 May 2007 among: ING Bank N.V., London Branch (“ING”), AND Telenor East Invest AS (the “Counterparty”).Second Amendment Agreement • May 11th, 2007 • Telenor East Invest As • Radiotelephone communications • England
ING and the Counterparty are parties to a Total Return Swap Transaction as evidenced by the letter agreement dated 2 June 2006, as amended and novated by the Assignment, Novation and Amendment Agreement dated 30 March 2007 between and among ING, Telenor ASA and the Counterparty (as so amended and novated and in effect on the date hereof, together with additional completed Supplemental Confirmations, the “TRS”).
GUARANTEE AGREEMENTGuarantee Agreement • March 30th, 2007 • Telenor East Invest As • Radiotelephone communications
