(1) qibs that are qps (each as defined below) or (2

The LoansLender .........................Borrower .......................Principal Amount ................Interest ........................Security and Ranking .............Optional Redemption. .............Mandatory Repayments. ...........Covenants ......................Events of Default .................Use of Proceeds ..................VIPFinance Ireland LimitedOpen Joint Stock Company “Vimpel-Communications”US$500,000,000 (the “A Loan”)US$ 1,000,000,000 (the “B Loan”)TheALoan will accrue interest from the date of issuance of theA Notes at a rate of 6.493% per year. Interest on the A Loan will bepayable semi-annually in arrear on February 2 and August 2 of eachyear, commencing on August 2, 2011.The B Loan will accrue interest from the date of issuance of theB Notes at a rate of 7.748% per year. Interest on the B Loan will bepayable semi-annually in arrear on February 2 and August 2 of eachyear, commencing on August 2, 2011.TheLoans will not be secured by any collateral. The Loans willeffectively rank below all of our secured debt and the debt and otherliabilities of our subsidiaries. Our obligations under the Loans willrank equal in right of payment with our other senior unsecured debt.TheLoans may be prepaid at our option in whole, but not in part, atany time, at the principal amount thereof, together with accrued andunpaid interest and additional amounts, if any, to the date ofrepayment, in the event we are required to pay additionalamounts on account of Russian or Irish withholding taxes or inthe event that we are required to pay additional amounts on accountof certain costs incurred by the Lender pursuant to the related LoanAgreement.Intheeventthat it becomes unlawful for the Lender to fund a Loanor allow a Loan to remain outstanding under the related LoanAgreement or allow the Notes to remain outstanding, we may berequired by the Lender to repay the related Loan in full.The Loan Agreements will, among other things, restrict, withcertain exceptions, the ability of our company and oursubsidiaries to create or incur liens. In addition, the LoanAgreements require us to provide certain periodic financialinformation to the Lender and the Trustee and requires us,subject to certain exceptions, to maintain our corporate existenceand material telecommunications licenses.In the case of an Event of Default (as defined in the LoanAgreements), the Trustee may, subject as provided in the relatedTrust Deed, require the Lender to declare all amounts payable underthe related Loan Agreement by our company to be due and payable.Weintend to use the aggregate net proceeds from the Loans eitherfor our general corporate purposes or to lend all or a portion of thenet proceeds to VimpelCom Ltd. or one of its wholly ownedsubsidiaries to use for its general corporate purposes, which mayinclude (i) funding a portion of the cash consideration to be paid inconnection with VimpelCom Ltd.’s acquisition of Wind Telecom or(ii) following the closing of the acquisition of Wind Telecom,refinancing by direct or indirect intercompany loan a portion ofthe indebtedness associated with Wind Telecom’s indirectsubsidiary Orascom Telecom, including indebtedness of19