DATED 13 May 2002
BETWEEN
CENTRAL ASIAN CAPITAL CORPORATION N.V.
AS PLEDGEHOLDER
ECO TELECOM LIMITED
AS PLEDGOR
AND
LIMITED LIABILITY COMPANY IC EAST CAPITAL
AS AGENT
--------------------------------------------------------------------------------
PLEDGE
Relating to Certain
Shares
--------------------------------------------------------------------------------
CONTENTS
Clause Page
1. COVENANT TO PAY SECURED OBLIGATIONS ........................ 6
2. FIXED CHARGE ............................................... 6
3. RIGHTS AND OBLIGATIONS OF PLEDGOR .......................... 6
4. RIGHTS AND OBLIGATIONS OF PLEDGEHOLDER ..................... 8
5. RIGHTS AND OBLIGATIONS OF THE AGENT ........................ 8
6. RELEASE OF PLEDGE .......................................... 9
7. TERMINATION OF PLEDGE ...................................... 9
8. JURISDICTION AND APPLICABLE LAW ............................ 10
9. REPRESENTATIONS AND WARRANTIES OF THE PARTIES .............. 10
10. NOTICES .................................................... 12
11. GENERAL PROVISIONS ......................................... 12
SCHEDULE 1 ...................................................... 17
SCHEDULE 2 ...................................................... 25
2
THIS PLEDGE is dated 13 May 2002 and made between:
CENTRAL ASIAN CAPITAL CORPORATION N.V., a legal entity duly organised and
existing under the laws of the Netherlands Antilles, with its registered office
situate at ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ Antilles (and its assignees from
time to time), hereinafter referred to as the "Pledgeholder",
ECO TELECOM LIMITED, a company duly organised and existing under the laws of the
Gibraltar, with its with its registered office situate at 10/8 International
Commercial Center, Casemates Square, Gibraltar, hereinafter referred to as the
"Pledgor",
IC EAST CAPITAL, a limited liability company duly organised and existing under
the laws of the Russian Federation, holding a valid licence for the undertaking
of depositary services issued by the Russian Federal Commission for the
Securities Market, hereinafter referred to as the "Agent", and together with the
Pledgeholder and the Pledgor, the "Parties".
WHEREAS
A. The Pledgor and Pledgeholder have entered into a loan agreement on the
date hereof, under which the Pledgeholder has agreed to lend to the
Pledgor the amount of twenty million ($20,000,000) Dollars for up to four
hundred twenty (420) calendar days ("Loan Agreement");
B. In order to secure its obligations under the Loan Agreement the Pledgor
has agreed to pledge the Shares (as that term is defined below) in favour
of the Pledgeholder; and
C. Eco Holdings Limited, the Pledgor's ultimate parent company, has provided
the guarantee in favour of the Pledgeholder to secure the obligations of
Pledgor under the Loan Agreement on the date hereof.
Now, therefore, the Parties enter into this pledge (the "Pledge") as follows:
Definitions
The capitalised terms, used but not otherwise defined herein, shall have the
meanings ascribed to them in the Loan Agreement.
For the purpose of this Pledge, the following terms shall have the following
meanings:
"Affiliate" shall mean, with respect to any Person, any other Person which
directly or indirectly controls, or is under common control with, or is
controlled by, such Person, including, if such Person is an individual, any
relative or spouse of such Person, or any relative of such spouse of such
Person, any one of whom has the same home as such Person, and also including any
trust or estate for which any such Person or Persons specified herein, directly
or indirectly, serves as a trustee, executor or in a similar capacity
(including, without limitation, any protector or settlor of a trust) or in
3
which such Person or Persons specified herein, directly or indirectly, has a
substantial beneficial interest and any Person who is controlled by any such
trust or estate;
"Collateral" shall mean the Shares;
"Collateral Value" has the meaning ascribed to it in Clause 2.2;
"Company" shall mean Open Joint Stock Company "Vimpel-Communications";
"control" (including, with its correlative meanings, "controlled by" and "under
common control with") shall mean, with respect to any Person, the possession,
directly or indirectly, of power to direct or cause the direction of management
or policies (whether through ownership of securities or partnership or other
ownership interests, by contract or otherwise) of such Person;
"Controlled Affiliate" shall mean, with respect to any Person, any Affiliate of
such Person in which such Person owns or controls, directly or indirectly, more
than fifty percent (50%) of the securities having ordinary voting power for the
election of directors or other governing body thereof or more than fifty percent
(50%) of the partnership or other ownership interests therein (other than as a
limited partner);
"Controlling Person" shall mean, with respect to any Person, any other Person
which owns or controls, directly or indirectly, more than fifty percent (50%) of
the securities of such Person having ordinary voting power for the election of
directors or other governing body of such first Person or more than fifty
percent (50%) of the partnership or other ownership interests therein (other
than as a limited partner of such first Person);
"Dollars" and "$" means the lawful currency of the United States of America from
time to time;
"Encumbrance" shall mean any mortgage, charge, pledge, lien, assignment or other
security interest securing any obligation of any Person or any other agreement
or arrangement having similar effect, but excluding security interests arising
by operation of the law and title retention agreements entered into in the
ordinary course of trading;
"Irrevocable Instruction" shall mean the irrevocable written instruction made by
the Pledgor to the Agent to block the Shares held on the Pledgor's Account with
the Agent, the form of which is annexed to this Pledge at Schedule 1;
"Irrevocable Release Instruction" shall mean the irrevocable written instruction
made by the Pledgor and the Pledgeholder to the Agent to release the Shares held
on the Pledgor's Account with the Agent, the form of which is annexed to this
Pledge at Schedule 2;
"Margin Call" shall mean a written claim of the Pledgeholder to the Pledgor to
pledge additional Shares in favour of the Pledgeholder in accordance with the
terms of this Pledge;
4
"Market Value" shall mean, with respect to the initial calculation of Collateral
Value, the value thereof based on the price of one American Depository Share
representing the Shares determined on the basis of the average of the close
price during last seven (7) Trading Days regular way on the New York Stock
Exchange; and with respect to calculating the daily Collateral Value, the value
thereof based on the price of one American Depository Share representing the
Shares determined on the basis of the daily close price on the New York Stock
Exchange;
"Notification" shall mean a written notice of the Pledgeholder delivered to the
Agent with a copy to the Pledgor advising that the pledge granted to the
Pledgeholder under this Pledge has been realised in accordance with the
Irrevocable Instruction;
"Person" shall mean any natural person, firm, company, corporation, general
partnership, simple partnership, limited partnership, limited liability
partnership, limited liability company, proprietorship, other business
organisation, trust, union, association or governmental or regulatory authority,
whether incorporated or unincorporated;
"Pledgor's Account" shall mean the sub-account on the Pledgor's depo account
with the Agent;
"Pledgeholder's Account" shall mean the Pledgeholder depo account with the
Agent;
"Release Notification" shall mean a written notice from the Agent delivered to
the Pledgeholder and the Pledgor in accordance with the Irrevocable Release
Instruction;
"Secured Obligations" shall mean all monies, obligations and liabilities
covenanted to be paid or discharged under or pursuant to Clause 1;
"Shares" ordinary voting shares of the Company, (which shall include, for the
avoidance of doubt, such number of additional ordinary voting shares of the
Company as the Pledgor may from time to time be required to pledge to the
Pledgeholder pursuant to this Pledge) as described below:
Issuer: the Company
Type of the Shares: Ordinary Voting Shares
Registration Details 1-08-00027-A. Issue:8
Par Value: one half of one ▇▇▇▇▇▇ (RUR 0.005) per Share
Number of Shares: Market Value equal to 150% of the Loan
"Trading Day" shall mean a day on which the American Depositary Shares of the
Company are traded on the New York Stock Exchange.
Construction
Unless a contrary indication appears, any reference in this Pledge to:
5
the "Pledgeholder", the "▇▇▇▇▇▇▇", the "Agent" or any "Party" shall be construed
so as to include its successors in title, permitted assigns and permitted
transferees;
"assets" includes present and future properties, revenues and rights of every
description;
a provision of law is a reference to that provision as amended or re-enacted;
and a time of day is a reference to time in Moscow, Russia.
Section, Clause and Schedule headings are for ease of reference only.
Unless a contrary indication appears, a term used in any other Loan Document or
in any notice given under or in connection with any Loan Document has the same
meaning in that Loan Document or notice as in this Pledge.
For the purposes of this Pledge, defined terms include both the singular and
plural form for nouns, and the present, past and future tense for verbs.
Conditions of Pledge
1. COVENANT TO PAY SECURED OBLIGATIONS
The Pledgor covenants that it shall on demand pay to the Pledgeholder all
monies and discharge all obligations and liabilities now or hereafter due,
owing or incurred by it to the Pledgeholder under or pursuant to the Loan
Agreement in each case when the same become due for payment or discharge.
2. FIXED CHARGE
2.1 The Pledgor on the terms of this Pledge hereby charges to the Pledgeholder
by way of first fixed charge with full title guarantee and as a continuing
security for the payment and discharge of the Secured Obligations, all of
the Pledgor's rights to and title and interest from time to time in the
Collateral.
2.2 The value of the Collateral shall not during the term of this Pledge be
less than ▇▇ (▇▇▇▇▇▇) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars unless otherwise
directly provided by this Pledge Agreement (the "Collateral Value").
3. RIGHTS AND OBLIGATIONS OF PLEDGOR
3.1 The Pledgor shall take all measures necessary to block the Shares on the
Pledgor's Account on the date of this Pledge in accordance with the
Irrevocable Instruction.
3.2 The Pledgor shall be entitled to exercise all voting and other rights
attaching to the Collateral until such time as the Pledgeholder enforces
its security on the terms of this Pledge and becomes the registered holder
of the Shares.
3.3 Throughout the continuance of this Pledge, and for so long as the Secured
Obligations or any part thereof remain outstanding, unless the
Pledgeholder
6
otherwise agrees in writing or except as permitted under the Loan
Agreement, the Pledgor shall be obliged:
(a) to take all actions available to it to ensure that the Shares are
charged in favour of the Pledgeholder in accordance with the terms
of this Pledge;
(b) during the term of this Pledge, to remain the beneficial owner of
the Collateral;
(c) to do or permit to be done every act or thing which the Pledgeholder
may from time to time require (acting reasonably) for the purpose of
enforcing the rights of the Pledgeholder under this Pledge; and
(d) not to do any of the following:
(i) create or permit to subsist any Encumbrance (except for
any Encumbrance arising out of the entry into this
Pledge) (1) on or over all or any part of the
Collateral; or (2) on the right to receive or be paid
the same, or agree to do so;
(ii) sell, transfer or otherwise dispose of the whole or any
part of the Collateral or the right to receive or to be
paid the same, or agree to do so;
(iii) grant in favour of any other Person any interest in or
any option or other rights in respect to the Collateral;
or
(iv) do or cause or knowingly permit to be done anything
which may in any way depreciate, jeopardise or otherwise
materially prejudice the value of the Pledgeholder's
security hereunder.
3.4 The Pledgor shall satisfy any Margin Call of the Pledgeholder by the
transfer of additional Shares as described below. The number of Shares
called under the Margin Call shall be calculated by the Agent and be
stated in the Margin Call Notice (as defined in Clause 5.3).
In the event the Market Value of the Shares falls below One Hundred Thirty
Five percent (135%) of the Loan and the Market Value remains below One
Hundred Thirty Five percent (135%) of the Loan for a continuous period of
three (3) Trading Days, the Pledgor within three (3) Trading Days from the
day of receipt of the Margin Call Notice from the Agent shall pledge or,
as the case may be, shall cause any other Person to pledge to the
Pledgeholder, in accordance with the terms of this Pledge, such number of
additional ordinary voting shares of the Company such that the total
Market Value of the Shares pledged shall be not less than One Hundred
Fifty percent (150%) of the Loan; provided, however, that the Pledgor
shall be relieved from its obligation set forth in the preceding sentence
if, when, and as long as the Market Value of the Shares has increased
above One Hundred Thirty Five percent (135%) of the Loan by the third
Trading Day after receipt of the Margin Call Notice.
7
3.5 The Pledgor shall, at its own expense and cost, defend its title and
rights to the Collateral for the benefit of the Pledgeholder and the
Pledgeholder's rights to and interest in the Collateral against any and
all claims of third parties. The Pledgor shall give the Pledgeholder
immediate written notice of any written claim, relating to the Collateral
of which it is aware.
4. RIGHTS AND OBLIGATIONS OF PLEDGEHOLDER
4.1 The Pledgeholder shall take all measures necessary to block the Shares on
the Pledgor's Account on the date of this Pledge.
4.2 The Pledgeholder shall provide all documents necessary to open the
Pledgeholder's Account on the date of this Pledge.
4.3 Upon execution of this Pledge, the Pledgeholder shall cause the
Irrevocable Release Instruction to be executed and delivered to the
Pledgor and the Agent.
4.4 In the event the Market Value of the Shares exceeds One Hundred Sixty Five
percent (165%) of the Loan and the Market Value remains above One Hundred
Sixty Five percent (165%) of the Loan for a continuous period of three (3)
Trading Days, then the Pledgeholder shall within three (3) Trading Days
from the day of receipt of the Release Notice (as defined in Clause 5.3)
from the Agent release from the Pledge a portion of the Shares such that
the total Market Value of the Shares shall be equal to One Hundred Fifty
percent (150%) of the Loan, provided, however, that the Pledgeholder shall
be relieved from its obligation set forth in the preceding sentence if,
when, and as long as the Market Value of the Shares has decreased below
One Hundred Sixty Five percent (165%) of the Loan by the third Trading Day
of the receipt of the Release Notice. The number of Shares to be released
shall be calculated by the Agent and be stated in the Release Notice.
4.5 In order to effect the release set out in Clause 4.4 above, the
Pledgeholder shall duly execute and deliver to the Agent all necessary
depo instructions in respect of the required number of shares to be
released and such other documents as may be required by the Agent in
accordance with applicable law and this Pledge.
4.6 Upon the termination of this Pledge, the Pledgeholder shall do all such
deeds, acts and things as may be necessary, and at the expense of the
Pledgor, to release and or reassign the Collateral from the security
created in accordance with this Pledge including executing and delivering
to the Pledgor and the Agent an order releasing the Shares from the
Pledge.
4.7 The Pledgeholder shall be obliged to immediately notify the Pledgor about
all circumstances known to the Pledgeholder which may affect the state of
the Collateral.
5. RIGHTS AND OBLIGATIONS OF THE AGENT
5.1 The Agent shall take all measures necessary to block the Shares on the
Pledgor's Account on the date of this Pledge.
8
5.2 Upon execution of this Pledge the Agent shall take all measures necessary
to open and maintain the Pledgor's Account and the Pledgeholder's Account.
5.3 The Agent shall monitor the price of American Depositary Shares
representing the Shares on a day-to-day basis and shall inform in writing
both the Pledgor and Pledgeholder immediately on the occurrence of any
event resulting in the decreasing or increasing of the Collateral Value.
If the Collateral Value decreases to the level mentioned, and for the
period specified, in Clause 3.4, the Agent shall calculate the amount of
the Margin Call to be made by the Pledgeholder in accordance with Clause
3.5 hereof and shall within 12 (twelve) hours after such decrease of the
Collateral Value inform both the Pledgeholder and Pledgor of the number of
additional Shares to be pledged in accordance with Clause 3.4 hereof (in
which case the Agent shall send a notice to that effect (the "Margin Call
Notice")). If the Collateral Value increases to the level mentioned, and
for the period specified in Clause 4.4, the Agent shall calculate the
amount of the shares to be released by the Pledgeholder in accordance with
Clause 4.4 hereof and shall within 12 (twelve) hours after such increase
of the Collateral Value inform both the Pledgeholder and Pledgor of the
Shares to be released (in which case the Agent shall send a notice to that
effect, the ("Release Notice")).
5.4 Upon the obtaining of a Notification the Agent shall immediately (without
the requirement to obtain the prior consent of the Pledgor) transfer the
Shares from the Pledgor's Account to the Pledgeholder's Account with the
Agent or any other safekeeping account provided by the Pledgeholder in the
Notification according to the terms of the Irrevocable Instruction.
5.5 Upon the obtaining of the Release Notification, the Agent shall
immediately (without the requirement to obtain the prior consent of the
Pledgeholder) cancel the blocking of the Shares in accordance with this
Pledge and transfer the Shares from the Pledgor's Account to the Pledgor's
depo account or any other account of set out by the Pledgor in the Release
Notification.
5.6 The Agent shall at all times during the term of this Pledge, maintain the
valid and operational nominee account with the Registrar, and maintain the
validity of its licence for the depositary activity in the Russian
Federation.
6. RELEASE OF COLLATERAL
Unless this Pledge provides for other release mechanisms, the Collateral
will be released by the Pledgeholder to the Pledgor in accordance with the
provisions of Clause 7 below.
7. TERMINATION OF PLEDGE
The pledge granted to the Pledgeholder hereunder shall terminate at the
earlier of :
7.1 the Secured Obligations being repaid in full; or
7.2 the written agreement of the Parties.
9
8. JURISDICTION AND APPLICABLE LAW
This Pledge and the rights and obligations of the Parties hereunder shall
be construed and interpreted in accordance with the laws of England. The
Parties hereby irrevocably submit to binding arbitration in accordance
with Clauses 8.1 to 8.7 below:
8.1 Should any dispute or difference arising out of or in connection with any
matter in relation to the provisions of this Pledge, then either Party may
issue a notice to the other, and shall supply full details of the dispute
or difference.
8.2 In the event of any such dispute or difference being notified pursuant to
Clause 8.1 above the authorised Persons of each Party shall promptly meet
and negotiate in good faith and take all practicable steps in order to try
and resolve the same as quickly and economically as possible.
8.3 If for any reason the Parties have not resolved the dispute at the
expiration of fifteen (15) days from the date of any notice given in
accordance with Clause 8.1 such dispute or difference shall be settled by
arbitration in accordance with the UNCITRAL Rules in force at the relevant
time.
8.4 The number of arbitrators shall be three (3). Unless they have been
appointed by the Parties' mutual agreement within thirty (30) days after
the date on which the notice of arbitration is given in accordance with
Clause 8.1 above, the appointing authority may appoint arbitrators from
among nationals of any country, whether or not a Party is a national of
that country. The appointing authority shall be the London Court of
International Arbitration.
8.5 The arbitration shall be carried out and conducted in England and shall be
in the English language.
8.6 The cost of arbitration, including attorney fees and costs of remuneration
of the arbitrators, shall be borne in the manner determined by the
arbitrators, as applicable.
8.7 The final decision of the majority of the arbitrators shall be reduced to
writing and shall be binding and final and shall be the sole and exclusive
remedy regarding any claims, counterclaims or issues presented to the
arbitrators. Any judgement upon the award of the arbitrators may be
entered for execution in any court having jurisdiction thereof.
9. REPRESENTATIONS AND WARRANTIES OF THE PARTIES
9.1 Representations and Warranties of the Pledgor:
(a) that the Pledgor is a legal entity, duly organised and validly
existing under the laws of the Gibraltar, and able to own its assets
and conduct its business;
(b) that the execution, delivery and performance of this Pledge by the
Pledgor is within the Pledgor's legal capacity and have been duly
authorised by all actions required under the Pledgor's Constitutive
Documents;
10
(c) that the Pledgor is not in material breach of or default under any
agreement to which it is a party, and which is binding (and
continuing unwaived and unremedied) on any material part of its
assets;
(d) that all necessary authorisations, approvals, filings or notices to
or from any governmental authority or third party required in
advance of the execution of this Pledge have been obtained, and, all
necessary authorisations, approvals, filings or notices to or from
any governmental authority or third party required after such
execution of this Pledge will be sought;
(e) that the Pledgor is the sole beneficial owner of the Collateral;
(f) to the best of the Pledgor's knowledge and belief having made all
reasonable enquiries, the Shares have been validly issued and
properly registered with the appropriate authorities competent for
the registration of the issuance thereof in accordance with
applicable law;
(g) that the Pledgor is not in liquidation, administration or
receivership nor has any moratorium been declared in respect of the
Pledgor, nor has any other Person, to the best of the Pledgor's
knowledge and belief, having made all reasonable enquiries, taken
any step in good faith with a view to bringing about any of the
foregoing;
(h) that the Pledgor is solvent and is not unable to pay its debts as
they fall due (within the meaning ascribed thereto by any applicable
law) where such debts, when taken together, have an aggregate value
in excess of two million five hundred thousand Dollars ($2,500,000)
and are not discharged within twenty (20) Business Days; and
(i) that no writ or other proceedings have been issued or commenced
pursuant to which any property of the Pledgor may be secured or
executed against which, where such writ or other proceedings when
taken together, have an aggregate value of two million five hundred
thousand Dollars ($2,500,000) and are not discharged within twenty
(20) Business Days.
9.2 Representations and Warranties of the Pledgeholder:
(a) Neither the Pledgeholder, nor Kazkommertsbank (nor any of their
Controlling Persons or Controlled Affiliates) are convicted of a
felony in the United States, Norway or the Russian Federation; and
(b) Neither the Pledgeholder, nor Kazkommertsbank (nor any of their
Controlling Persons or Controlled Affiliates) own or control a
telecommunications licence for the cellular mobile
telecommunications business (including, without limitation, GSM,
UMTS and 3G and other new standards or technologies) in the City of
Moscow or Moscow Region or any super-region of the Russian
Federation in which any of the Company, OJSC "Vimplecom-Region" or
any of their respective Controlled Affiliates then hold a cellular
licence.
11
10. NOTICES
All notices required to be made in accordance with this Pledge shall be
made in accordance with Clause 11.13 (Notices and Communication).
11. GENERAL PROVISIONS
11.1 Transfer of Rights and Obligations and Their Preservation
11.1.l This Pledge shall not be assignable by the Pledgor without the
prior written consent of the Pledgeholder.
11.1.2 The Pledgeholder may assign all of its rights and obligations
under this Pledge with the prior written consent of the Pledgor
(not to be unreasonably withheld).
11.1.3 Upon such assignment, (i) the assignee shall be a party hereto
and, to the extent that rights and obligations hereunder have
been assigned to it, have the rights and obligations of the
Pledgeholder hereunder, and (ii) Pledgor shall, to the extent
that rights and obligations hereunder have been so assigned by
it, relinquish its rights and be released from its obligations
hereunder. Such an assignment will only be effective if the
Person to which the Pledgeholder assigns all of its rights
hereunder shall first confirm to the Pledgeholder and the Pledgor
that it agrees to be bound by the terms of this Pledge.
11.1.4 This Pledge shall be binding upon and inure to the benefit of
each Party to it and any assignee or transferee of such Parties.
11.2 Entire Agreement
This Pledge constitutes the entire mutual understanding of the
Parties with respect to the subject matter of this Pledge and
supersedes all prior agreements and understanding entered into
between them, whether oral or written. All amendments,
modifications additions or supplements to this Pledge shall be
effective only if they are in writing and signed by the Parties.
11.3 Severability
If any one or more provisions of this Pledge shall be invalid,
illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein
shall not in any manner be affected or impaired; provided,
however, that in such case the Parties agree to use their best
efforts to achieve the purpose of the invalid provision by a new
legally valid provision.
11.4 No Waiver
Failure or delay on the part of either Party in the effectuation
of any of its right in accordance with this Pledge shall not be
considered a waiver thereof, and also nor shall any single or
partial effectuation of any such right obstruct any other or
further effectuation thereof or of
12
any other right. All rights as well as remedies in accordance
with this Pledge are cumulative to, and not exclusive of, any
rights or remedies.
11.5 Headings
The headings contained in this Pledge are for convenience only
and shall not be deemed to limit, characterise, or interpret any
provisions thereof.
11.6 Language
This Pledge shall be drawn up in the English language.
11.7 Counterparts
This Pledge may be executed in any number of counterparts, each
of which when executed by the Parties shall be an original, but
all the counterparts together shall constitute one and the same
instrument.
11.8 Continuing Security
Until terminated in accordance with Clause 7, the security
created by this Pledge shall be a continuing security and shall
remain in full force and effect, notwithstanding the insolvency
or liquidation or any incapacity or change in the constitution or
status of the Pledgor, the Pledgeholder or any other Person or
any intermediate settlement of account or other matter
whatsoever. This Pledge is in addition to, and independent of,
any charge, guarantee or other security or right or remedy now or
at any time hereafter held by or available to the Pledgeholder.
11.9 Further Assurances
The Pledgor undertakes, from time and all time and at all times,
whether before or after the security constituted hereunder shall
have become enforceable, to execute all such deeds, assurances,
agreements, instruments, acts and things as the Pledgeholder may
reasonably require for perfecting and protecting the security
hereby constituted or facilitating the realisation thereof or
otherwise for enforcing the same or exercising any of the
Plegeholder's rights hereunder and in particular, but without
limitation, the Pledgor shall execute all transfers, conveyances,
assignments and assurances whatsoever and give all notices,
orders, instructions and directions whatsoever which the
Pledgeholder may reasonably request from time to time.
11.10 Protection of Charge
The Pledgeholder shall not be liable in respect of any loss or
damage which arises out of the exercise, or the attempted or
purposed exercise of, or the failure to exercise any of its
powers, unless such loss or damage is caused by its gross
negligence or wilful misconduct.
13
11.11 Costs and Expenses
The Pledgor agrees to indemnify the Pledgeholder's reasonable
legal and other costs, losses, charges and expenses arising in
connection with the enforcement or attempted enforcement of, or
preservation of the Pledgeholder's rights under, this Pledge,
including any calls arising in relation to the Collateral,
present or future stamp or other taxes or duties and any
penalties or interest with respect thereto with may be imposed in
any competent jurisdiction in connection with enforcement of this
Pledge.
11.12 Perpetuity Period
If applicable the perpetuity period under the rule against
perpetuities shall be 80 years from the date of this Pledge.
11.13 Notices and Communication
Communications in writing
Any communication to be made under or in connection with this
Pledge shall be made in writing and, unless otherwise stated, may
be made by fax, letter or telex.
Addresses
The address, fax number and telex number (and the department or
officer, if any, for whose attention the communication is to be
made) of each Party for any communication or document to be made
or delivered under or in connection with this Pledge is:
in the case of the Pledgor, that identified with its name
below;
Eco Telecom Limited:
▇▇▇▇▇ ▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ No.: ▇▇▇▇-▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇ ▇▇▇▇
with a copy to:
OOO Alfa ▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇
Russian Federation
Fax: ▇▇ ▇▇▇ ▇▇▇-▇▇▇▇
Attention: Mr. Pave1 Dobrosotskiy
in the case of the Pledgeholder, that identified with its name
below,
14
Central Asian Capital Corporation N.V.:
▇/▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇-▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
tel.: ▇▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇
fax: ▇▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
Fax: ▇▇ ▇▇▇ ▇▇▇ ▇▇▇
Attention: Mr. Yerlan Y. Balgarin
in the case of the Agent, that identified with its name below,
IC East Capital:
Bolshoi ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇/▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
Fax:▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇, Head of Depositary
or any substitute address, fax number, telex number or
department or officer as the Party may notify to each by not
less than five (5) Business Days' notice.
Delivery
Any communication or document made or delivered by one Person
to another under or in connection with the Pledge will only be
effective:
(i) if by way of fax, when received in legible form; or
(ii) if by way of letter, when it has been left at the
relevant address or five Business Days after being deposited
in the post postage prepaid in an envelope addressed to it at
that address; or
(iii) if by way of telex, when despatched, but only if, at the
time of transmission, the correct answerback appears at the
start and at the end of the sender's copy of the notice.
Any communication or document to be made or delivered to any
Party will be effective only when actually received by another
Party(ies) and then only if it is expressly marked for the
attention of the department or officer identified with such
15
Party's signature below (or any substitute department or
officer as a Party shall specify for this purpose).
English language
Any notice given under or in connection with this Pledge must
be in English.
All other documents provided under or in connection with this
Pledge must be
(i) in English; or
(ii) if not in English, and if so required by the
Pledgeholder, accompanied by a certified English translation
and, in this case, the English translation will prevail unless
the document is a constitutional, statutory or other official
document.
11.14 Effect as a Deed
This Pledge is intended by all the Parties hereto take effect as a
Deed.
11.15 Third Party Rights
Unless expressly provided to the contrary in this Pledge, a Person
who is not a Party has no right under the Contracts (Rights of Third
Parties) ▇▇▇ ▇▇▇▇ to enforce or to enjoy the benefit of any term of
this Pledge.
IN WITNESS WHEREOF, this Pledge has been executed as a deed by or on behalf a of
each of the Parties at the end of the Schedules as of the date first above
written
16
EXECUTED for and ) EXECUTED for and )
on behalf of the ) on behalf of the )
CENTRAL ASIAN ) ECO TELECOM )
CAPITAL ) LIMITED )
CORPORATION ) by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ )
N.V. )
by: /s/ Yerlan Balgarin )
Name: Yerlan Balgarin Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Attorney Title: Attorney
EXECUTED for and )
on behalf of the )
LIMITED )
LIABILITY )
COMPANY )
IC EAST CAPITAL )
by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ )
Name:
Title:
30