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Title: |
Credit Agreement |
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Entities: |
Barclays Bank plc; National Westminster Bank plc; Open Joint Stock Co Vimpel Communications; Telenor ASA; Vimpel-Communications |
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Date: |
2003 |
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Size: |
Preview shows 37KB of 104KB total |
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Price: |
$54 |
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ID: |
#1358584 |
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CREDIT AGREEMENT
between
Bayerische Hypo- und Vereinsbank AG
and
Nordea Bank Sweden AB (publ)
as Lenders
and
Nordea Bank Sweden AB (publ)
as Agent and Security Beneficiary
and
Open Joint Stock Company Vimpel-Communications
as Borrower
TABLE OF CONTENTS
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Clauses |
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1. DEFINITIONS |
3 |
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3. LOANS |
11 |
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4. INTEREST |
12 |
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12 | |
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6. PAYMENTS |
13 |
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14 | |
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16 | |
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9. COVENANTS |
18 |
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10. INFORMATION |
20 |
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15. MISCELLANEOUS |
25 |
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35 | |
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35 | |
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Exhibits; |
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Exhibit 1: Form of Pledge of Equipment Agreement |
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Exhibit 2: Certified Copy of the Signed Bond Loan Agreement |
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Exhibit 3: Drawdown Notice |
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This credit agreement (the Credit Agreement) is made on January 15, 2003 between
Nordea Bank Sweden AB (publ), a public company incorporated under the laws of Sweden and having its registered office at Hamngatan 10, SE-105 71 Stockholm, Sweden, and Bayerische Hypo- und Vereinsbank AG, a stock corporation incorporated under the laws of Germany and having its registered office at Am Tucherpark 16, 80538 Munich, Federal Republic of Germany (jointly referred as the Lenders and each a Lender), including its successors and permitted assigns;
Nordea Bank Sweden AB (publ), a public company incorporated under the laws of Sweden and having its registered office at Hamngatan 10, SE-105 71 Stockholm, Sweden, as agent (the Agent) for the Lenders and security beneficiary (the Security Beneficiary)
and
Open Joint Stock Company Vimpel-Communications, a Russian open joint stock company having its legal address at 10, bldg. 14, 8 Marta str., Moscow 127083 Russian Federation (the Borrower).
BACKGROUND
Whereas the Supplier (as defined below) and the Borrower (as defined below) have entered into the Supply Contract (as defined below), pursuant to which the Supplier has delivered and will deliver telecommunication equipment to the Borrower as specified therein; and
Whereas the Lenders have agreed to make available a credit to the Borrower in the amount of USD 35,700,000 for the purpose of financing (in the form of reimbursements repayable in installments) of up to 85% the Contract Price (as defined below) for the delivery of the Equipment (as defined below) under the Supply Contract upon the terms and conditions set forth herein.
NOW, THEREFORE, IT IS AGREED as follows:
1.
1.1
In this Credit Agreement:
Acceptance Reimbursable Amount with respect to a particular item or group of items of Equipment under the Supply Contract means 10% of the portion of the Contract Price attributable to such Equipment under the Supply Contract.
Account means the account number 40702840400001001001 of the Borrower, opened pursuant to clause 3.3 of this Credit Agreement with ING Bank (Eurasia) ZAO Moscow, Russia (SWIFT code: INGBRUMM).
Affiliate has, for the purposes of clause 9.2 (f) of this Credit Agreement, the meaning specified in the Bond Loan Agreement.
Page 3 of 3
Bond Loan Agreement means that certain Loan Agreement dated April 23, 2002 between the Borrower and J.P. Morgan AG.
Business Day means a day on which banks and foreign exchange markets are generally open for business in Stockholm, New York, London, Munich and Moscow.
Change of Ownership means the occurrence of any circumstance, other than an issuance of voting shares in which Telenor ASA and other entities owned, directly or indirectly, by Telenor ASA elects not to participate, by which Telenor ASA ceases to own, directly or indirectly, at least 25% of the voting shares of the Borrower.
Commitment means, in relation to a Lender, the obligation of such Lender to make available a credit up to the aggregate principal amount of USD 17,850,000.
Contract Price means the total purchase price in the amount of USD 42,000,000 to be paid to the Supplier for the Equipment under the Supply Contract.
Debt has the meaning given to the term Indebtedness in the Bond Loan Agreement.
Default means an Event of Default or any event or circumstance which with the giving of notice and/or the passage of time and/or the making of any determination of materiality or fulfilment of any other applicable condition (or any combination of the foregoing) may constitute an Event of Default.
Delivery Reimbursable Amount with respect to a particular item or group of items of Equipment under the Supply Contract means 75% of the portion of the Contract Price attributable to such Equipment under the Supply Contract.
Drawdown Date means the date of each Drawing.
Drawdown Notice means a notice from the Borrower to the Lender requesting a Drawing under this Credit Agreement in respect of Acceptance Reimbursable Amounts or Delivery Reimbursable Amounts, as the case may be, such notice to be substantially in the form of Exhibit 3 hereto.
Drawdown Period means the period commencing on the date of this Credit Agreement and ending on whichever is the earliest of (i) February 20, 2004, (ii) the day on which the Loan is equal to the Total Commitments, and (iii) the termination of any Commitment in accordance with the terms and conditions of this Credit Agreement.
Drawing means a borrowing of the whole or a portion of the Total Commitments by the Borrower under this Credit Agreement. An individual drawing may not be for an amount less than the lesser of (i) USD500,000, and (ii) the then unfunded portion of the Total Commitments. The maximum amount of drawings made by the Borrower may not exceed twenty (20) drawings, provided that the Agent shall charge the Borrower an additional fee of USD1,500 for administration of each drawing in excess of twenty (20) drawings.
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