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EXHIBIT E
Conformed Copy
Telenor East Invest AS
Keysers Gate 13
N-0130 Oslo
Norway
June 23, 2000
Open Joint Stock Company
"Vimpel-Communications"
10, building 14, Ulitsa 8-Marta
125683, Moscow
Russian Federation
Dr. Dmitri Borisovich Zimin
Glavsotkom LLC
"Bee Line" Non-Profit Fund
c/o 10-12, Ulitsa 8-Marta
125683, Moscow
Russian Federation
Gentlemen,
We refer to:
(i) the Primary Agreement dated as of December 1, 1998 (the "Primary
Agreement") between Telenor East Invest AS ("Telenor") and Open Joint
Stock Company "Vimpel-Communications" ("VimpelCom");
(ii) the Shareholders Agreement dated as of December 1, 1998 (the "Shareholders
Agreement") by and among Telenor, Dr. Dmitri Borisovich Zimin ("Dr.
Zimin"), Glavsotkom LLC ("Glavsotkom"), the "Bee Line" Non-Profit Fund
(the "Bee Line Fund"), Augie K. Fabela, II ("Mr. Fabela") and Geneva
Investment Trust I, L.L.C. ("Geneva");
(iii) the Registration Rights Agreement dated as of December 1, 1998 (the
"Registration Rights Agreement") by and among VimpelCom, Telenor, Dr.
Zimin, Glavsotkom and the Bee Line Fund;
(iv) the other Principal Agreements contemplated by the Primary Agreement and
all other agreements and letter agreements related to the above
(collectively, together with the
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Primary Agreement, the Shareholders Agreement and the Registration Rights
Agreement, the "Transaction Documents"); and
(v) the Working Capital Bridge Facility dated as of the date hereof (the "Loan
Agreement") by and between Telenor, as the lender, and VimpelCom, as the
borrower.
Unless otherwise defined herein, terms defined in the Primary Agreement are used
herein as therein defined. As Mr. Fabela and Geneva have ceased to be parties
to the Shareholders Agreement pursuant to Article VI thereof, Dr. Zimin,
Glavsotkom and the Bee Line Fund (the "Significant Zimin Shareholders") and
Telenor are the only remaining parties to the Shareholders Agreement.
The making of loans under the Loan Agreement is conditioned upon the parties
hereto entering into this letter agreement (this "Agreement"). To induce
Telenor to make loans under the Loan Agreement, VimpelCom has agreed to provide
the waivers and consents, and enter into the undertakings, set forth in this
Agreement. In addition, the Significant Zimin Shareholders have substantial
shareholdings in VimpelCom, will benefit from the transactions contemplated by
the Loan Agreement, and have therefore agreed to provide the waivers and
consents, and enter into the undertakings, set forth in this Agreement.
Accordingly, in consideration of the premises set forth herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement hereby agree as follows:
Waivers and Consents with Respect to Certain Provisions of the Transaction
Documents
With respect to the Transaction Documents to which each is a party, each of
VimpelCom and the Significant Zimin Shareholders hereby irrevocably:
1. consents to the acquisition by Telenor, at any time after Telenor's
shareholding in VimpelCom has decreased below its current shareholding, of
additional shares in VimpelCom such that Telenor's aggregate shareholding
in VimpelCom does not exceed 25.72% of the voting shares of VimpelCom;
this consent shall constitute the consent required (i) under Section 2.02
of the Registration Rights Agreement, (ii) under the third paragraph of
the letter between Telenor and Dr. Zimin dated December 1, 1998 (known to
the parties thereto as, and hereinafter referred to as, the "Side Letter
(Board and Control)") and/or (iii) under any other Transaction Document;
2. (i) waives any and all provisions in the Transaction Documents
conditioning any of Telenor's rights, obligations or remedies thereunder
upon its holding of at least 25% plus one (1) voting share in VimpelCom;
and (ii) agrees that any decrease of Telenor's shareholding below 25% plus
one (1) voting share shall not limit or otherwise impair any of Telenor's
rights, obligations and remedies under the Transaction Documents,
including, but not limited to, its rights and obligations under Section
5.07, 5.09(b) and 7.05 of the Primary Agreement, under Section 3.05 and
Section 5.01 of the Shareholders Agreement, and under the fourth paragraph
of the Side Letter (Board and Control);
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provided that, in the case of each of (i) and (ii) above, (x) Telenor
continues to hold at least 20% of the voting shares in VimpelCom and
(y) any decrease of Telenor's shareholding below 25% plus one (1) voting
share is not the result of a Transfer (as defined in the Shareholders
Agreement) by Telenor of the shares of VimpelCom to a Person other than an
Affiliate of Telenor;
3. consents to Telenor entering into the Primary Agreement (Financing
Vehicles) dated the date hereof between VimpelCom Finance B.V. and other
parties thereto from time to time, and the agreements and transactions
contemplated thereby;
4. (i) agrees that nothing in the Transaction Documents shall prohibit any
purchase by Telenor (the "Convertible Bond Purchase") of senior
convertible notes, or any other notes, bonds, debentures or similar
instruments convertible into or exchangeable for shares of VimpelCom or
ADSs (the "Convertible Bonds"), issued by any Affiliate of VimpelCom
pursuant to the decision of the extraordinary shareholders' meeting of
VimpelCom dated April 13, 2000; (ii) grants its consent to such
Convertible Bond Purchase and to the conversion of the Convertible Bonds
so acquired into the shares of VimpelCom; (iii) agrees that neither such
Convertible Bond Purchase nor the conversion by Telenor of such
Convertible Bonds shall affect, impair or otherwise limit any of Telenor's
rights, obligations or remedies under any of the Transaction Documents;
and (iv) agrees that Telenor shall have the right to dispose of such
Convertible Bonds without any restriction whatsoever, except such
restrictions as are mandated by applicable law or as are applicable to all
holders of Convertible Bonds; provided that, in each case, Telenor shall
not (A) voluntarily convert Convertible Bonds into shares of VimpelCom if,
after giving effect to such conversion, it would own more than 25.72% of
the voting shares of VimpelCom or (B) on the date of redemption or
conversion of the last Convertible Bond, hold any Convertible Bonds in
excess of the amount of Convertible Bonds which, after giving effect to
conversion of such Convertible Bonds, would result in Telenor owning more
than 25.72% of the voting shares of VimpelCom.
Undertakings of VimpelCom
5. VimpelCom hereby undertakes and covenants to, and agrees with, Telenor
that VimpelCom shall (subject to the exercise of the fiduciary duties of
its Board of Directors in accordance with applicable law) use its best
efforts to make the offering of shares contemplated by the April 13, 2000
extraordinary shareholders' meeting of VimpelCom, and shall ensure that if
and when VimpelCom and/or VimpelCom Finance B.V. or any other Affiliate of
VimpelCom proposes to offer securities and file a registration statement
with the SEC, in consideration of the making of loans by Telenor under the
Loan Agreement and to ensure repayment thereof, Telenor is offered an
opportunity to purchase, in accordance with the Primary Agreement
(Financing Vehicles) dated as of the date hereof (the "Primary Agreement
(Financing Vehicles)" ) between Telenor and VimpelCom Finance B.V., such
number of shares of VimpelCom, ADSs and/or Convertible Bonds as to enable
Telenor to retain Telenor's holding of at least 25.72% of the voting
shares of VimpelCom.
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6. VimpelCom hereby undertakes and covenants to, and agrees with, Telenor
that (i) any New ADSs or any Notes (each, as defined in the Primary
Agreement (Financing Vehicles)) purchased by Telenor in a Public Offering
(as so defined) shall be the subject of a registration statement which has
been declared effective under the Act on or prior to the date of their
acquisition by Telenor and (ii) any New ADSs, New Shares and/or Notes
purchased by Telenor pursuant to the Primary Agreement (Financing
Vehicles) in an offering which is exempt from the registration
requirements of the Act shall constitute Registrable Securities (as
defined in the Registration Rights Agreement) and shall be entitled to all
benefits accruing to Registrable Securities under the Registration Rights
Agreement, and, in furtherance thereof, the parties agree that the
definition of "Registrable Securities" in the Registration Rights
Agreement shall be amended by replacing the words "ADS or shares" in each
place in which they appear in such definition with the words "convertible
notes, ADSs or shares".
Undertakings by Significant Zimin Shareholders
7. Each of the Significant Zimin Shareholders hereby severally undertakes to
and agrees with Telenor that, during the period from the date hereof until
the date of termination of the Shareholders Agreement under Article VI
thereof, such Significant Zimin Shareholder shall take any reasonable
action necessary or required to cause VimpelCom to comply with the
requirements of Section 5 and Section 6 hereof.
Miscellaneous
8. To the extent necessary to permit the execution and delivery of this
Agreement by the parties to the Shareholders Agreement, each of the
Significant Zimin Shareholders and Telenor hereby waives the obligations
of the other parties to the Shareholders Agreement under Section 5.03
thereof, and the Significant Zimin Shareholders and Telenor agree that
this Agreement is supplemental to, and not inconsistent with, the
Shareholders Agreement. Such waiver shall not be construed as a waiver of
any other term or condition of the Shareholders Agreement.
9. Without prejudice to any rights then accruing to the parties hereto under
Section 1, Section 2 or Section 4 hereof, the rights and obligations of
the parties hereto under Section 1, Section 2 and Section 4 hereof shall
terminate on the date of redemption or conversion of the last Convertible
Bond. Without prejudice to any rights then accruing to the parties hereto
under Section 5 hereof, the rights and obligations of the parties hereto
under Section 5 hereof, shall terminate upon termination of the Primary
Agreement (Financing Vehicles) in accordance with its terms.
10. Execution of an Endorsement by any Person who becomes a party to the
Shareholders Agreement in accordance with Section 3.03 thereof shall have
the effect of making such Person a party to this Agreement without the
need for any further action on the part of such Person or any other
Person.
11. Sections 6.02, 6.03, 6.04, 6.05, 6.06, 6.07, 6.08, 6.09 and 6.12 of the
Registration Rights Agreement (and any defined terms used therein) are
incorporated herein by reference as if set forth in full herein, mutatis
mutandis, as if each reference therein to any "party hereto," "parties
hereto" and similar references were a reference to the parties to this
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Agreement, as if each reference therein to the "Company" were a reference
to VimpelCom, and as if each reference therein to "this Agreement,"
"hereof," "hereunder" and similar references were a reference to this
Agreement.
12. 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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13. 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.
Very truly yours,
TELENOR EAST INVEST AS
By /s/ Henrik Torgersen
--------------------
Henrik Torgersen
Attorney-in-Fact
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EXHIBIT F
Conformed Copy
Telenor East Invest AS
Keysers Gate 13
N-0130 Oslo
Norway
July 5, 2000
Open Joint Stock Company
"Vimpel-Communications"
10, building 14, Ulitsa 8-Marta
125683, Moscow
Russian Federation
Re: Working Capital Bridge Facility
-------------------------------
Gentlemen,
We refer to the Working Capital Bridge Facility dated as of June 23, 2000 (the
"Loan Agreement") between Telenor East Invest AS (the "Lender) and Open Joint
Stock Company "Vimpel-Communications" (the "Borrower"). Unless otherwise defined
herein, terms defined in the Loan Agreement are used herein as therein defined.
The making of loans under the Loan Agreement is conditioned upon the Borrower's
satisfaction of certain conditions precedent. The Borrower has requested that
Telenor waive certain of such conditions precedent to the second Disbursement.
To induce the Lender to waive such conditions precedent and to make the second
Disbursement under the Loan Agreement, the Borrower has agreed to enter into,
and provide the undertakings set forth in, this letter agreement (this
"Agreement").
Accordingly, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Agreement hereby agree as follows:
1. Subject to the Borrower's agreement to, and compliance with, Sections 2
through 8 (inclusive) hereof, the Lender hereby waives the conditions to
the second Disbursement set forth in Sections 4.02(b), 4.02(c) and 4.02(d)
of the Loan Agreement.
2. On or prior to the date of making of the second Disbursement, the Borrower
shall have delivered to the Lender the following documents, each in form
and substances satisfactory to the Lender:
(a) a copy of the [Third Party Lender Loan Agreement], duly executed and
delivered by the [Third Party Lender] and the Borrower;
(b) evidence satisfactory to the Lender that the Borrower has borrowed
approximately US$35,000,000,000 from Sbergatelniy Bank ("Sberbank")
under the Non-Revolving Credit Facility Agreement No. 9063 dated April
28, 2000 between the Borrower and Sberbank (the "Sberbank Loan") (in
addition to the approximately US$15,000,000 which the Borrower has
borrowed from Sberbank thereunder prior to the date hereof);
(c) a letter from Citibank addressed to the Borrower and the Lender in
which Citibank confirms its intention to enter into the Citibank
Agreement and to provide the Citibank Guarantee; and
(d) a copy of a letter from Ericsson Project Finans AB or AB LM Ericsson
Finans addressed to the Borrower confirming that Ericsson Project
Finans AB and AB LM Ericsson Finans will immediately apply all amounts
paid to either of them pursuant to the lease agreements to which they
and the Borrower are party to the payment in full of all amounts owing
under the related loan agreement or agreements to which Ericsson
Project Finans AB, AB LM Ericsson Finans, ING Bank N.V. and certain
other lenders are party.
3. The Borrower shall apply all of the proceeds of the second Disbursement to
the payment of amounts owing by the Borrower under the Supplementary
Agreement dated 27 January 1998, as amended (the "Supplementary
Agreement"), between the Borrower, Ericsson Project Finance AB and AB LM
Ericsson Finans, the Lease Agreements (as defined in the Supplementary
Agreement) and the other Vimpelcom Facility Documents (as defined in the
Supplementary Agreement), together with all taxes and interest rate
breakage costs, if any, payable by the Borrower as a consequence of the
making of such payment.
4. The Borrower shall provide the Lender with (a) within fifteen (15) days
after the date hereof, copies of the duly executed originals of the
Citibank Agreement and the Citibank Guarantee, and (b) within five (5) days
after the date hereof, (i) a certified copy of the approval by the annual
general shareholders' meeting of the Borrower of those matters referred to
in Section 4.01(c) of the Loan Agreement and (ii) a copy of the approval by
the Board of Directors of the [Third Party Lender Loan Agreement] and the
[Third Party Lender Agreement].
5. The Borrower shall, within fifteen (15) days after the date hereof, provide
the Lender with schedules of (a) the collateral subject to Liens created by
the Security Documents (as defined in the Supplementary Agreement), (b) the
collateral which the Borrower and/or the Major Shareholders have pledged or
intend to pledge to Sberbank, (c) any collateral pledged to Sberbank or
intended to be pledged to Sberbank which will be released by Sberbank upon
the pledge to Sberbank of collateral described in clause (a), (d) the
assets and property of the Borrower subject to Liens in favor of Alcatel
and lenders other than Sberbank, the Lessors, ING Bank N.V. or the Lender,
and (e) the assets and property of the Borrower which, after giving effect
to the release of Liens created under the Security Documents (as defined in
the Supplementary Agreement) and the pledge to Sberbank described in clause
(b), will not be subject to any Lien.
6. As soon as available, the Borrower shall furnish to the Lender, in
accordance with Section 8.03 of the Loan Agreement, but with a copy to
Peter O'Driscoll, Coudert Brothers, 60 Cannon Street, London EC4N 6JP,
England, fax no. +44-207-248-3001, (a) copies of any formal correspondence
dated on or after June 23, 2000 between the Borrower and any Lessor (as
defined in the Supplementary Agreement) or ING Bank N.V., (b) written
confirmation of the repayment by the Borrower of amounts owing under the
Supplementary Agreement, the Lease Agreements and other Vimpelcom Facility
Agreements and (c) copies of any agreement, amendment, waiver, release or
other document entered into by the Borrower, any of its Subsidiaries or any
Major Shareholder and any Lessor or ING Bank N.V. or otherwise executed and
delivered to the Borrower by any Lessor or ING Bank N.V.
7. The Borrower shall use its best efforts to ensure that, as soon as possible
and, in any event, no later than July 31, 2000, a disbursement under the
[Third Party Lender Loan Agreement] in an amount of not less than
US$30,000,000 is made to the Borrower.
8. If a disbursement under the [Third Party Lender Loan Agreement] in an
amount of not less than US$30,000,000 has not been made on or prior July
31, 2000, the Borrower shall provide to the Lender security consisting of
the Borrower's domestic accounts receivable having an aggregate value on
the date of the grant of such security and at all times thereafter equal to
one-half ( 1/2) of the sum of the unpaid principal amount of the Loan and
all fees and accrued interest thereon from time to time. After July 31,
2000, the Borrower shall use its best efforts to promptly obtain the
approval of its disinterested shareholders of such grant of security to the
Lender, and enter into any and all documentation with respect to the
granting of such security as the Lender may require, in each case, in form
and substance satisfactory to the Lender.
9. The Borrower agrees that its obligations under Sections 3, 7 and 8 hereof
shall constitute covenants the breach of which shall constitute an Event of
Default under Section 7.01(b) of the Loan Agreement, unless the Borrower
has used its best efforts to perform such obligations and such breach is
not due to the Borrower's action or failure to act.
10. The waiver granted by the Lender in Section 1 hereof shall not be construed
as a waiver of any other term or condition of the Loan Agreement.
11. This Agreement shall terminate if (a) the [Third Party Lender] purchases
shares or convertible securities of the Borrower in an amount not less than
US$30,000,000, (b) Telenor acquires shares of the Borrower or convertible
securities under the Primary Agreement or Telenor has the right to acquire
shares of the Borrower or convertible securities under the Primary
Agreement but cannot exercise such right due to a failure to obtain the
MAMP Approval (as defined in the Primary Agreement, and described in
Section 2.02(c) thereof), or (c) all of the conditions precedent to the
second Disbursement under the Loan Agreement have been fulfilled and the
second Disbursement has been made.
12. 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. Section 8.08 of the
Loan Agreement is incorporated herein by reference as if set forth in full
herein.
13. 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.
Very truly yours,
TELENOR EAST INVEST AS
By /s/ Henrik Torgersen
---------------------
Henrik Torgersen
Attorney-in-Fact
Agreed to and Accepted:
OPEN JOINT STOCK COMPANY
"VIMPEL-COMMUNICATIONS"
By /s/ Dmitri Borisovich Zimin
----------------------------
Dmitri Borisovich Zimin
President and Chief Executive Officer
By /s/ Vladimir Mikhailovich Bychenkov
------------------------------------
Vladimir Mikhailovich Bychenkov
Chief Accountant
DR. DMITRI BORISOVICH ZIMIN
/s/ Dmitri Borisovich Zimin
----------------------------------------
Dmitri Borisovich Zimin
GLAVSOTKOM LLC
By /s/ Dmitri Borisovich Zimin
-------------------------------------
Dmitri Borisovich Zimin
General Director
By /s/ Vladimir Mikhailovich Bychenkov
-------------------------------------
Vladimir Mikhailovich Bychenkov
Chief Accountant
"BEE LINE" NON-PROFIT FUND
By /s/ Konstantin I. Ashitkov
-------------------------------------
Konstantin I. Ashitkov
Executive Director
By /s/ Vladimir Mikhailovich Bychenkov
-------------------------------------
Chief Accountant
7
