<PAGE>
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 the Russian Federation ("VIP");
VC Limited, a company organized and existing under the laws of the British
Virgin Islands ("VC Limited");
VimpelCom B.V., a private company with limited liability incorporated under the
laws of The Netherlands with its corporate seat in Amsterdam, The Netherlands
(the "Issuer");
The European Bank for Reconstruction and Development (the "EBRD");
Telenor East Invest AS, a company organized and existing under the laws of
Norway ("Telenor"); and
UBS AG, acting through its business group UBS Warburg, as representative (in
such capacity, the "Underwriters' Representative" and together with the Account
Bank, VIP, VC Limited and the Issuer, the "Parties") of the Underwriters
(defined below) under that certain Underwriting Agreement (herein so called),
dated July 25, 2000, relating to the offering of Notes and ADSs (both defined
below and such offerings being the "Offerings") by and among VIP, VC Limited,
the Issuer and UBS AG, acting through its business group UBS Warburg in its
individual capacity, Donaldson, Lufkin & Jenrette Securities Corporation and
Morgan Stanley & Co. International Limited as underwriters (collectively, the
"Underwriters").
PRELIMINARY MATTERS
1. Pursuant to that certain Share Purchase Agreement dated July 25, 2000,
between VIP and VC Limited and subject to the filing with and registration
by the Russian Federal Commission on the Securities Market (the "Russian
Securities Commission") of a report on the results of such issuance (the
"Placement Report"), VIP is issuing to VC Limited and VC Limited is
purchasing from VIP up to 7,000,000 shares of VIP common stock (the "New
Shares").
2. Pursuant to that certain Share Purchase Agreement (Treasury Stock) dated
the Closing Date (as defined in the Underwriting Agreement, the "Closing
Date") between VIP and VC Limited, VIP may sell and VC Limited may purchase
up to 103,239 treasury shares of VIP common stock (the "Treasury Shares").
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3. Pursuant to that certain Share Purchase Agreement dated the Closing Date
between VC Limited and one or more of Dr. Dmitri Borisovich Zimin ("Dr.
Zimin"), Glavsotkom LLC ("Glavsotkom") and the "Bee Line" Non-Profit Fund
(the "Non-Profit Fund" and the applicable counterparty or counterparties to
VC Limited, whether one or more, being the "Affiliated Seller"), the
Affiliated Seller may sell and VC Limited may purchase up to 421,761 shares
of VIP common stock (together with the New Shares and the Treasury Shares,
the "Underlying Shares").
4. VC Limited is selling American depositary shares ("ADSs") representing the
Underlying Shares to (i) the purchasers identified on Schedule PM 4(i) in
the amounts set forth therein pursuant to the final prospectus (the
"Prospectus") included in the registration statement filed by VIP, the
Issuer and VC Limited with the United States Securities and Exchange
Commission (the "SEC") on that certain Form F-3 registration statement,
registration number 333-12210, as amended, declared effective by the SEC on
July 24, 2000 (the ADSs so sold being the "Prospectus ADSs" and the net
proceeds to VC Limited of such sale being the "Prospectus ADS Proceeds"),
and (ii) Telenor pursuant to that certain Primary Agreement dated June 23,
2000 (such Primary Agreement, together with the related letter agreement
dated June 23, 2000 among Telenor, VIP, Dr. Dmitri Borisovich Zimin,
Glavsotkom LLC and the "Bee Line" Non Profit Fund being the "Primary
Agreement") between Telenor as the "Purchaser" and VimpelCom Finance B.V.
and its designees (VC Limited being subsequently so designated) as the
"Sellers" (the ADSs so sold being the "Primary Agreement ADSs", the Primary
Agreement ADSs identified on Schedule PM 4(ii) as "Included Primary
Agreement ADSs" being the "Included Primary Agreement ADSs", the net
proceeds to VC Limited from the sale of the Included Primary Agreement ADSs
being the "Included Primary Agreement ADS Proceeds" and the sum of the
Prospectus ADS Proceeds and the Included Primary Agreement ADS Proceeds
being the "Included ADS Proceeds").
5. The Issuer is selling its 5.5% Senior Convertible Notes due 2005 (the
"Notes") convertible into ADSs to (i) the purchasers identified on Schedule
PM 5(i) in the amounts set forth therein pursuant to the Prospectus and
that certain Indenture (as the same may be amended in accordance with the
terms thereof, the "Indenture") dated the Closing Date among the Issuer,
VIP as the guarantor and The Bank of New York as trustee (in such capacity,
the "Trustee") (the Notes so sold being the "Prospectus Notes" and the net
proceeds to the Issuer from such sale being the "Prospectus Note Proceeds")
and (ii) Telenor pursuant to the Primary Agreement and the Indenture (the
Notes so sold and identified on Schedule PM 5(ii) as the "Included Primary
Agreement Notes" being the "Included Primary Agreement Notes", the net
proceeds to the Issuer from such sale of Included Primary Agreement Notes
being the "Included Primary Agreement Note Proceeds" and the sum of the
Prospectus Note Proceeds and the Included Primary Agreement Note Proceeds
being the "Included Note Proceeds").
6. As part of the transactions necessary to implement the Offerings, the
Issuer will (i) make a loan to VC Limited (the "VC Limited Loan" and the
proceeds of such loan being the "VC Limited Loan Proceeds") in the amount
set forth in Schedule PM 6 as the VC Limited Loan Amount (the "VC Limited
Loan Amount") utilizing a portion of the
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Included Note Proceeds and (ii) make a loan (the "VIP Loan" and the
proceeds of such loan being the "VIP Loan Proceeds") to VIP in the amount
set forth in Schedule PM(6) as the VIP Loan Amount (the "VIP Loan Amount")
being the amount equal to the amount of the Included Note Proceeds minus
the VC Limited Loan Amount.
7. As part of the transactions necessary to consummate the exempt transaction
with Telenor referred to in the Prospectus, the Borrower has entered into
(i) that certain Intraday Overdraft Facility Agreement #1 and (ii) that
certain Intraday Overdraft Facility Agreement #2, both with Citibank T/O
and both dated 20 July 2000 (together, the "Overdraft Agreements").
8. The Parties wish to set forth their agreement regarding deposits into and
disbursements from the Blocked Accounts (defined below).
AGREEMENT
1. APPOINTMENT OF THE AGENT; THE BLOCKED ACCOUNTS
1.1 Appointment of the Account Bank
Each of the Underwriters' Representative, the EBRD, Telenor, VIP, VC
Limited and the Issuer hereby irrevocably appoints the Account Bank as its
agent to deposit in and disburse funds from the Blocked Accounts (defined
below) in accordance with the provisions of this Agreement, and the Account
Bank hereby accepts such appointment.
1.2 Establishment of the Blocked Accounts
The Account Bank has opened and hereby agrees to maintain in accordance
with the terms of this Agreement and applicable law, the following
accounts:
1.2.1 United States Dollar ("USD" or "Dollar") denominated account number
40702840400700474054 in the name of VIP (the "VIP Dollar Blocked Account")
and Dollar denominated account number 40702840600700474003 in the name of
VIP (the "VIP Dollar Operating Account");
1.2.2 Russian Ruble ("Ruble") denominated account number
40702810600700474062 in the name of VIP (the "VIP Ruble Blocked Account");
1.2.3 Dollar denominated account number 40807840500500803002 in the name of
VC Limited (the "VC Limited Dollar Blocked Account");
1.2.4 Ruble denominated account number 40805810900500803029 in the name
of VC Limited (the "VC Limited Ruble Blocked Account"); and
1.2.5 Dollar denominated account number 40807840400500802006 in the name of
the Issuer (the "Issuer Blocked Account" and, together with the VIP Dollar
Blocked
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Account, the VIP Ruble Blocked Account, the VC Limited Dollar Blocked
Account and the VC Limited Ruble Blocked Account, the "Blocked Accounts").
For the avoidance of doubt, each reference to a Blocked Account shall
include any transit account created or to be created in connection with
such Blocked Account for purposes of conducting inbound or outbound
transactions in foreign currency, and each such transit account shall be
considered a Blocked Account subject to the provisions of this Agreement
relevant to such Blocked Account to the extent permitted by applicable law.
1.3 Currency of Funds
Funds deposited in each of the Blocked Accounts other than the VIP Ruble
Blocked Account and the VC Limited Ruble Blocked Account shall be deposited
and held in Dollars. Funds deposited in the VIP Ruble Blocked Account and
the VC Limited Ruble Blocked Account shall be deposited and held in Rubles.
1.4 Interest on the Blocked Accounts
The Account Bank shall not pay interest on any of the Blocked Accounts
other than the VIP Dollar Blocked Account and the VC Limited Dollar Blocked
Account. The Account Bank shall pay interest on the amount from time to
time on deposit in the VIP Dollar Blocked Account and the amount from time
to time on deposit in the VC Limited Dollar Blocked Account at the rate
determined in accordance with Schedule 1.4 such interest shall accrue
through and be deposited in the VIP Dollar Blocked Account or the VC
Limited Dollar Blocked Account, as applicable, immediately prior to the
time at which amounts on deposit in the relevant Blocked Account are
disbursed in accordance with this Agreement. All interest so paid shall be
deposited in the VIP Dollar Blocked Account or the VC Limited Dollar
Blocked Account, as applicable, and shall be subject to disbursement in
accordance with the terms of this Agreement.
1.5 Deposits in the Blocked Accounts
The Account Bank shall maintain in each Blocked Account only funds
deposited in accordance with the relevant provisions of this Agreement and
the Overdraft Agreements and shall not commingle such amounts with other
funds held by the Account Bank, whether on behalf of VIP, VC Limited or the
Issuer.
1.6 Information regarding the Blocked Accounts
The Account Bank shall upon receipt of a Registration Notice or a Failed
Registration Notice (both defined below) and from time to time but not more
frequently than weekly prior to the receipt of a Registration Notice or a
Failed Registration Notice, provide account balance information regarding
the Blocked Accounts upon request to each of VIP; VC Limited; the Issuer;
the EBRD; Telenor; the Underwriters' Representative; the Trustee; The Bank
of New York in its capacity as depositary (in such capacity, the
"Prospectus ADS Depositary") under that certain Temporary Deposit Agreement
(the "Prospectus ADS Deposit Agreement") dated the Closing Date among VIP,
the
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Prospectus ADS Depositary and the owners and beneficial owners from time to
time of the Prospectus ADSs; and The Bank of New York in its capacity as
depositary (in such capacity, the "Primary Agreement ADS Depositary") under
that certain Restricted Deposit Agreement (the "Primary Agreement ADS
Deposit Agreement") dated the Closing Date among VIP, the Primary Agreement
ADS Depositary and the owners and beneficial owners from time to time of
the Primary Agreement ADSs.
1.7 Timing of Payments
All payments hereunder shall be made as promptly as reasonably practicable
following receipt of the relevant documents. Without limiting the
generality of the preceding sentence, time is of the essence in the
performance of this Agreement and the Account Bank shall perform its
obligations hereunder in accordance with standard banking practice. Each
transfer to an account within the Account Bank governed by this Agreement
shall be value dated not later than the date (which shall be a "Business
Day" as defined below) when such transfer was duly initiated by the
ordering Party. Each transfer into an account within the Account Bank
governed by this Agreement from outside the Account Bank shall be value
dated as soon as reasonably practicable and in any event no later than the
"Business Day" (being any day other than a Saturday, Sunday or other day
when commercial banks in Moscow, Russian Federation are required or
authorized by law to close) following the date of receipt of cleared funds
by the Account Bank. In any event, each transfer of funds out of the Issuer
Blocked Account shall be completed within one Business Day of the receipt
of cleared funds into the Issuer Blocked Account.
1.8 Adjudicated Dispute
Amounts on deposit in the Blocked Accounts shall be disbursed in accordance
with any Final Judgment (defined below) as soon as practicable after
receipt by the Account Bank of a copy of such Final Judgment.
1.9 Authority and Instructions
Each of VIP, VC Limited, the Issuer, the EBRD, Telenor and the
Underwriters' Representative hereby irrevocably and expressly instructs the
Account Bank to make, and consents to, all disbursements, transfers and
payments provided for in this Agreement; provided that, notwithstanding
anything to the contrary in this Agreement, the obligation of the Account
Bank to transfer any funds from time to time in the accounts governed by
this Agreement in accordance with the terms hereof is subject to receipt by
the Account Bank of customary documentation required by the Account Bank
and such supporting documents as may be required under applicable law,
including, without limitation, foreign exchange regulations (collectively
"Transfer Documents"). Each of VIP, VC Limited and the Issuer shall execute
and deliver to the Account Bank such Transfer Documents as may be necessary
or desirable in connection with the transfers contemplated by this
Agreement and, except as necessary or desirable in connection with the
transfers contemplated by this Agreement, none of VIP, VC Limited and the
Issuer
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shall submit any Transfer Documents to the Account Bank in respect of the
Blocked Accounts.
1.10 Insufficient Funds
Notwithstanding anything to the contrary in this Agreement, in no event
shall the Account Bank have any liability to transfer from any account an
amount in excess of the sum on deposit therein at the time of such
transfer.
2. FLOW OF FUNDS PRIOR TO REGISTRATION OR FAILED REGISTRATION OF PLACEMENT
REPORT
2.1 Funding of the Issuer Blocked Account
The Issuer shall cause the Included Note Proceeds to be paid directly
to the Issuer Blocked Account.
2.2 Disbursements from the Issuer Blocked Account and Funding of the VC Limited
Dollar Blocked Account
As promptly as practicable following receipt of the Included Note Proceeds
in the Issuer Blocked Account, the Account Bank shall, in accordance with
payment instructions presented by the relevant Parties pursuant to this
Agreement, transfer funds from the Issuer Blocked Account (i) in the amount
of the VIP Loan Amount to the VIP Dollar Blocked Account and (ii) in the
amount of the VC Limited Loan Amount to the VC Limited Dollar Blocked
Account. VC Limited shall cause the Included ADS Proceeds to be paid
directly to the VC Limited Dollar Blocked Account.
2.3 Transfers to and from the VC Limited Dollar Blocked Account
As promptly as practicable following receipt of the VC Limited Loan
Proceeds and the Included ADS Proceeds in the VC Limited Dollar Blocked
Account, the Account Bank shall, in accordance with payment instructions
presented by the relevant Parties pursuant to this Agreement, transfer the
portion of the sum so received into the VC Limited Dollar Blocked Account
in the amount set forth in Schedule 2.3 as the Included Share Purchase
Price (the "Included Share Purchase Price") to the VIP Dollar Operating
Account and immediately upon deposit of such funds in the VIP Dollar
Operating Account transfer such funds from there to the VIP Dollar Blocked
Account. The Account Bank shall accept for deposit in the VC Limited Dollar
Blocked Account transfers from the Issuer Blocked Account in accordance
with Section 2.2 and such payments as VIP or VC Limited may have
transferred or caused to be transferred to the VC Limited Dollar Blocked
Account from sources other than the Blocked Accounts and shall retain in
the VC Limited Dollar Blocked Account all sums received into the VC Limited
Dollar Blocked Account in excess of the Included Share Purchase Price.
[Remainder of Page Intentionally Blank]
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3. REGISTRATION OR FAILED REGISTRATION OF PLACEMENT NOTICE AND SUBSEQUENT CASH
FLOWS
3.1 Delivery of Registration Notice upon registration of the Placement Report
As soon as practicable following registration of the Placement Report
by the Russian Securities Commission:
3.1.1 VIP shall send the Account Bank, the Trustee, the Prospectus ADS
Depositary, the Primary Agreement ADS Depositary, the EBRD, Telenor and the
Underwriters' Representative written notice of such registration
substantially in the form attached as Exhibit 3.1.1 (the "Registration
Notice") which notice shall certify and attach a copy of the notice of the
registration of the Placement Report from the Russian Securities Commission
memorializing such registration; and
3.1.2 VIP shall cause to be delivered to each of the Account Bank, the
Trustee, the Prospectus ADS Depositary, the Primary Agreement ADS
Depositary, the EBRD, Telenor and the Underwriters' Representative an
opinion substantially in the form of Exhibit 3.1.2 (the "Opinion of
Counsel") of Akin, Gump, Strauss, Hauer & Feld, L.L.P., special Russian
counsel to VIP, to the effect that the Placement Report has been registered
by the Russian Securities Commission.
3.2 Disbursement of Funds upon receipt of Registration Notice and Opinion of
Counsel
Upon receipt of the Registration Notice and the Opinion of Counsel on or
before the close of business of the Account Bank on the sixtieth day after
the Closing Date (the "Registration Cutoff"), the Account Bank shall (i)
disburse all sums on deposit in the VIP Dollar Blocked Account to the bank
account of VIP designated in the Registration Notice or otherwise in
accordance with the instructions of VIP and (ii) disburse all sums on
deposit in the VC Limited Dollar Blocked Account in accordance with the
instructions of VC Limited.
3.3 Delivery of Failed Registration Notice
As soon as practicable following receipt by VIP of notice from the Russian
Securities Commission that it has finally determined that it will not
register the Placement Report, VIP shall send the Account Bank, the
Trustee, the Prospectus ADS Depositary, the Primary Agreement ADS
Depositary, the EBRD, Telenor and the Underwriters' Representative written
notice of such final determination substantially in the form attached as
Exhibit 3.3 (the "Failed Registration Notice").
3.4 Failure to timely deliver Registration Notice; Delivery of Failed
Registration Notice; Subsequent Cash Flows
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If either (i) the Account Bank has not received the Registration Notice and
the Opinion of Counsel on or before the Registration Cutoff or (ii) the
Account Bank has received the Failed Registration Notice, then the Account
Bank shall:
3.4.1 Transfer from the VIP Dollar Blocked Account an amount equal to the
sum of the VIP Loan Amount and interest attributable thereto received
pursuant to Section 1.4 to the Issuer Blocked Account in partial repayment
of the VIP Loan; accept for deposit in the Issuer Blocked Account such
payments as VIP may have transferred or caused to be transferred to the
Issuer Blocked Account in accordance with the Indenture from accounts other
than the Blocked Accounts; and transfer the sums so received in the Issuer
Blocked Account to the Trustee for distribution to the holders of the Notes
in accordance with the Indenture;
3.4.2 Convert all sums remaining on deposit in the VIP Dollar Blocked
Account into Rubles in accordance with Section 8, transfer such Rubles to
the VIP Ruble Blocked Account and transfer the sums so received in the VIP
Ruble Blocked Account to the VC Limited Ruble Blocked Account;
3.4.3 Accept for deposit into the VC Limited Ruble Blocked Account such
payments as VIP may have transferred or caused to be transferred to the VC
Limited Ruble Blocked Account in accordance with the Prospectus from
accounts other than the Blocked Accounts;
3.4.4 Convert all sums on deposit in the VC Limited Ruble Blocked Account
to Dollars in accordance with Section 8 and transfer such Dollars to the VC
Limited Dollar Blocked Account;
3.4.5 Accept for deposit in the VC Limited Dollar Blocked Account such
payments as VIP may have transferred or caused to be transferred to the VC
Limited Dollar Blocked Account in accordance with the Prospectus from
accounts other than the Blocked Accounts, accept for deposit in the VC
Limited Dollar Blocked Account such payments as VC Limited may receive from
the Underwriters in the event that the Placement Report is not registered
by the Russian Securities Commission in the time frame contemplated by the
Prospectus, and transfer from the sums on deposit in the VC Limited Dollar
Blocked Account:
(i) an amount equal to the sum of the Prospectus ADS Proceeds,
interest attributable thereto received pursuant to Section 1.4, and
the Prospectus ADS Additional Amount (where the "Prospectus ADS
Additional Amount" is comprised of all sums VIP may have transferred
or caused to be transferred to a Blocked Account in accordance with
the Prospectus from accounts other than the Blocked Accounts) to the
Prospectus ADS Depositary for distribution to the holders of the
Prospectus ADSs in accordance with the Prospectus ADS Deposit
Agreement;
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(ii) an amount equal to the sum of the Included Primary Agreement
ADS Proceeds, interest attributable thereto received pursuant to
Section 1.4 and the Primary Agreement ADS Additional Amount (where
the "Primary Agreement ADS Additional Amount" is comprised of all
sums VIP may have transferred or caused to be transferred to a
Blocked Account in accordance with the Prospectus from accounts other
than the Blocked Accounts) to Telenor or (if so notified by the
Primary Agreement ADS Depositary in accordance with the Primary
Agreement ADS Depositary Agreement) the Primary Agreement ADS
Depositary for distribution to the holders of the Primary Agreement
ADSs in accordance with the Primary Agreement ADS Deposit Agreement;
(iii) an amount equal to the sum of the VC Limited Loan Proceeds and
interest attributable thereto received pursuant to Section 1.4 to the
Issuer Blocked Account and transfer the sum so received in the Issuer
Blocked Account to the Trustee for distribution to the holders of the
Notes in accordance with the Indenture;
3.4.6 Convert all sums remaining on deposit in the VC Limited Dollar
Blocked Account after completion of the transfers specified in Section
3.4.5 into Rubles in accordance with Section 8 and disburse such funds in
accordance with the instructions of VIP; and
3.4.7 For the avoidance of doubt and subject to Section 4.1, the Account
Bank shall only release funds from the Blocked Accounts other than pursuant
to this Section 3.4 in accordance with Section 2, Section 3.2 and Section
1.8.
4. RESPONSIBILITY OF THE ACCOUNT BANK
4.1 Limitation of Duties
Except as specifically provided in this Agreement, the Account Bank shall
have no duties or responsibilities hereunder and shall not be liable
hereunder except to the extent of its own gross negligence or willful
misconduct. Without limiting the generality of the preceding sentence, each
of the Parties agrees that, notwithstanding any term of this Agreement to
the contrary, the Account Bank shall have no liability for following
instructions relating to transfers of funds out of the Blocked Accounts if
required by Russian law, whether such instructions are from governmental
entities, the account holder, or any other person entitled under Russian
law to give such instructions. The liability of the Account Bank hereunder
shall be limited to an amount equal to the sums on deposit in the Blocked
Accounts and the Account Bank shall be protected to the extent that it has
acted based upon any certificate, notice or other instrument whatsoever
received by the Account Bank in accordance with this Agreement, not only as
to its authenticity, genuineness and due execution and the validity and
effectiveness of its provisions, but also as to the truth and accuracy of
any information therein contained, which the Account Bank in good faith
believes to be genuine and to have been signed or presented by the proper
person or persons or their counsel.
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4.2 Limitation on Obligation to Disburse or Release
If a dispute shall arise between or among one or more of the Parties as to
whether or not or to whom the Account Bank shall deliver any sum on deposit
in a Blocked Account (any such sum being "Blocked Funds") or as to any
other matter arising out of or relating to this Agreement, the Account Bank
shall not be required to adjudicate such dispute and, subject to Section
1.7, need not make any delivery of the Blocked Funds or any portion thereof
but may retain the same until the rights of the parties to the dispute
shall have finally been determined by written agreement among such parties
or by a competent tribunal, after all appeals have been finally determined
by a court of competent jurisdiction or the time for further appeals has
expired without an appeal having been made (for purposes of this Agreement,
a "Final Judgment"). The Account Bank shall deliver the Blocked Funds, if
any, covered by such agreement or Final Judgment within five (5) Business
Days after the Account Bank has received a copy of such agreement or Final
Judgment. The Account Bank shall be entitled to assume that no controversy
has arisen unless it has received a written notice from a Party (i) that
such a controversy has arisen, (ii) that such controversy relates
specifically to this Agreement and (iii) which identifies the adverse
claimants to the controversy.
4.3 Disbursements by the Account Bank to the Trustee, the Prospectus ADS
Depositary, Telenor and the Primary Agreement ADS Depositary
Disbursements by the Account Bank to the Trustee, the Prospectus ADS
Depositary, Telenor and the Primary Agreement ADS Depositary shall be to
the account of the applicable person in accordance with the instructions
set forth in Schedule 4.3.
4.4 Limitation on Actions by Account Bank
In the event that the Account Bank shall be uncertain as to its duties or
rights hereunder or shall receive instructions from any other of the
parties hereto with respect to any or all of the Blocked Funds, the Account
Bank shall subject to Section 1.7 be entitled to refrain from taking any
action until it shall be directed otherwise in writing by each of the other
Parties or by an order of a court of competent jurisdiction. The Account
Bank shall be deemed to have no notice of, or duties with respect to, any
agreement or agreements with respect to the Blocked Accounts or the Blocked
Funds other than this Agreement or except as otherwise provided herein.
With respect to the Blocked Accounts, in the event that any of the terms
and provisions of any other agreement (excluding any amendment to this
Agreement) between any of the Parties conflict or are inconsistent with any
of the terms and conditions of this Agreement, this Agreement shall govern
and control in all respects.
4.5 No Interest in Blocked Funds
Notwithstanding any provision to the contrary contained in any other
agreement (excluding any amendment to this Agreement) between any of the
Parties, the Account
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Bank shall have no interest in the Blocked Funds except as expressly
provided for in this Agreement. In connection therewith, the Account Bank
hereby expressly waives any and all right to (i) use any of the Blocked
Funds as collateral for, or to otherwise secure, any claims of the Account
Bank against any of the other Parties and their respective affiliates or
(ii) set-off any debts due to it by or from any of the other Parties and
their respective affiliates by using the Blocked Funds.
5. NO LIEN
Notwithstanding anything in this Agreement to the contrary, no pledge,
security interest, lien or similar interest shall be created or deemed to
be created by this Agreement, and any provision determined by a court of
competent jurisdiction after a Final Judgment to create any such interest
shall be null and void, ab initio. In accordance with applicable insolvency
laws, Blocked Funds on deposit in the VIP Dollar Blocked Account and the
VIP Ruble Blocked Account are the general unsecured assets of VIP; Blocked
Funds in the VC Limited Blocked Dollar Account and the VC Limited Blocked
Ruble Account are the general unsecured assets of VC Limited; and Blocked
Funds in the Issuer Blocked Account are the general unsecured assets of the
Issuer; in each case available to the creditors of the Party in whose name
such account is maintained in the event of the insolvency of such Party.
6. FEES
VIP shall pay the Account Bank fees in an amount determined in accordance
with Schedule 6 for the services rendered by the Account Bank hereunder.
7. AMENDMENT AND CANCELLATION
The Account Bank shall not be bound by any cancellation, waiver,
modification or amendment of this Agreement, including the transfer of any
interest hereunder, unless such modification is in writing and signed by
each of the Parties other than the Account Bank and, if the rights and
duties of the Account Bank hereunder are affected, unless the Account Bank
also shall have given its written consent thereto.
8. EXCHANGE RATE IF DISBURSEMENT IN DIFFERENT CURRENCY
If funds deposited in a Blocked Account in one currency (whether Dollars or
Rubles) must be converted into the other currency prior to disbursement in
accordance with this Agreement, the exchange rate used for such conversion
shall be that officially announced by the Central Bank of the Russian
Federation for the day on which such conversion takes place.
9. NOTICES
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All notices, objections and other communications by a Party pursuant to
this Agreement shall be given by telephone, fax or personal messenger
with a copy to each other Party and shall be deemed to have been duly
given when delivered as follows:
If to the Account Bank:
Citibank T/O
8-10 Gasheka St.
125047 Moscow, Russian Federation
Attention: Mr. Andrei B. Silkin and/or Mr. Denis Rozhok
Facsimile: +7.095.725-6892
If to VIP:
OJSC "Vimpel-Communications"
10, Building 14, Ulitsa 8-Marta
125083 Moscow, Russian Federation
Attention: Mr. Georgy Silvestrov
Facsimile: +7.095.755.3682
If to VC Limited:
VC Limited
125 Main Street
P.O. Box 144
Road Town, Tortola
British Virgin Islands
with a copy to:
VIP at its address above
If to the Issuer:
VimpelCom B.V.
Drentestraat 24
NL-1083 HK Amsterdam
The Netherlands
Attention:
Facsimile: +31.20.644.7011
with a copy to:
VIP at its address above
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If to the EBRD:
European Bank for Reconstruction and Development
One Exchange Square
London EC2A 2JN
United Kingdom
Attention: Operation Administration Unit
Facsimile: +44.20.7338.6100
If to Telenor:
Telenor East Invest AS
Keysers Gate 13
0130 Oslo
Norway
Attention: Mr. Henrik Torgersen
Facsimile: +47.22.77.99.09
with a copy to:
Telenor Mobile Communications AS
Pilestredet 33
N-0166 Oslo
Norway
Attention: Mr. Arve Egil Habjorg
Facsimile: +47.23.25.55.85
If to the Underwriters' Representative:
UBS Warburg
1 Finsbury Avenue
London EC2M 2PP
United Kingdom
Attention:
Facsimile:
with a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
Degtyarniy Pereulok 4, Building 1
103009 Moscow, Russia
Attention: Mr. Andre DeCort
Facsimile: +7.095.797.4601
<PAGE>
14
10. BINDING EFFECT; ASSIGNMENT; THIRD PARTY BENEFICIARIES
The Account Bank may not assign its rights and obligations hereunder
without the consent of each of the other Parties. Subject to the foregoing,
this Agreement shall be binding upon or inure to the benefit of the Parties
and their respective successors and assigns. This Agreement is entered into
for the benefit of the Parties hereto and the owners and beneficial owners
(including, without limitation, the EBRD and Telenor, as applicable) of the
Prospectus Notes, the Included Primary Agreement Notes, the Prospectus ADSs
and the Included Primary Agreement ADSs including for the avoidance of
doubt the Trustee, the Prospectus ADS Depositary and the Primary Agreement
ADS Depositary. This Agreement is not intended to, and shall not, create
any third party beneficiaries or rights in any other third parties.
11. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties hereto
with respect to the subject matter hereto and supersedes all prior
agreements and understandings (written or oral) of the Parties in
connection herewith.
12. GOVERNING LAW AND JURISDICTION
12.1 Governing Law
This Agreement shall be governed by and construed in accordance with
Russian law.
12.2 Jurisdiction
Disputes and controversies arising in connection with this Agreement shall
be subject to the jurisdiction of all courts of competent jurisdiction in
the Russian Federation.
13. COUNTERPARTS
This Agreement may be executed by facsimile, in several counterparts or by
separate instruments, and all of such counterparts or instruments shall
constitute one agreement, binding on all Parties.
14. TERM
This Agreement shall terminate on the day immediately following
distribution of all Blocked Funds pursuant to this Agreement, without
prejudice to the rights of the Parties accruing hereunder during the term
of this Agreement.
[Remainder of Page Intentionally Blank]
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15
Executed and delivered as of the date first written above.
CITIBANK T/O
By /s/ Daniel Connelly
-------------------
Daniel Connelly
Vice President
OPEN JOINT STOCK COMPANY "VIMPEL-COMMUNICATIONS"
By /s/ Dmitry Borisovich Zimin
---------------------------
Dmitry Borisovich Zimin
President and Chief Executive Officer
By /s/ Vladimir Bychenkov
----------------------
Vladimir Bychenkov
Chief Accountant
VC LIMITED
By /s/ Georgy Silvestrov
---------------------
Georgy Silvestrov
Authorized Signatory
VIMPELCOM B.V.
By /s/ Maurice Worsfold
--------------------
Maurice Worsfold
Authorized Signatory
EUROPEAN BANK FOR
RECONSTRUCTION AND DEVELOMENT
By /s/ Mikael Schoultz
-------------------
Mikael Schoultz
Senior Banker
TELENOR EAST INVEST AS
By /s/ Henrik Torgersen
--------------------
Henrik Torgersen
Attorney-in-Fact
UBS AG, acting through its business group UBS WARBURG, as
representative of the Underwriters
By /s/ Kurt Schmid
---------------
Kurt Schmid
Managing Director
