Exhibit 4.8


 


Execution
Copy


 


 


OPEN
JOINT STOCK COMPANY UKRETELECOM


 


AND


 


CETEL B.V.


 


AND


 


MOBILE
TELESYSTEMS OPEN JOINT STOCK COMPANY


 












 


NOVATION
AGREEMENT


 












 

















 


THIS AGREEMENT is made on November 5, 2002


 


BETWEEN:


 


(1)                                  OJSC
UKRTELECOM, an open
joint stock company established under the laws of the Ukraine whose principal
place of business is at 18, T. Shevchenko Blvd. 01030,
Kyiv, Ukraine (“Ukrtel”);


 


(2)                                  CETEL B.V., a company incorporated under the laws of The
Netherlands whose registered office is at Strawinskylaan
1243, 1077 XX Amsterdam, The Netherlands
(“Cetel”);
and


 


(3)                                  MOBILE
TELESYSTEMS OJSC, an
open joint stock company incorporated under the laws of the Russian Federation
whose principal place of business is at Marksistskaya Street 4, Moscow 109147
Russian Federation (“MTS”).


 


WHEREAS:


 


(A)                              Cetel and Ukrtel are parties to an
agreement dated November 5, 2002 pursuant to which Ukrtel has agreed to grant
and Cetel has agreed to accept an option for the purchase of a 26%
participation interest of the registered charter capital of Ukranian Mobile
Communications, a limited liability company organised under the laws of the
Ukraine with its registered address at 21 Moskovska Street, Kyiv, Ukraine (the
“Original
Agreement”).


 


(B)                                Cetel now wishes to transfer its
rights and obligations under the Original Agreement to MTS as permitted
pursuant to Clause 10.3 of the Original Agreement.


 


THE PARTIES AGREE as follows:


 


1.                                       NOVATION


 


With effect from the date of this Agreement:


 


1.1                                 MTS shall perform Cetel’s obligations
under the Original Agreement and is bound by the terms of the Original
Agreement in every way as if MTS had at all times been a party to the Original
Agreement in place of Cetel;


 


1.2                                 Ukrtel and Cetel release each other
from further performance of the Original Agreement and all liabilities, claims
and demands howsoever arising under the Original Agreement, whether in
contract, tort or otherwise, and Ukrtel accepts and assumes the liability and
rights of MTS under the Original Agreement in place of the liability and rights
of Cetel and acknowledges and agrees that MTS shall
have all of the rights and benefits of Cetel arising under the Original
Agreement as if MTS had at all times been a party to the Original Agreement in
place of Cetel; and


 


1.3                                 Ukrtel shall perform its obligations
under the Original Agreement and be bound by the terms of the Original
Agreement in every way as if MTS had at all times been a party to the Original
Agreement in place of Cetel.


 


1

















 


2.                                       GOVERNING LAW AND
JURISDICTION


 


2.1                                 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF ENGLAND AND WALES.  NO
EFFECT SHALL BE GIVEN TO ANY CONFLICT OF LAW PROVISION OR RULE OF ANY
JURISDICTION OTHER THAN ENGLAND AND WALES THAT WOULD CAUSE THE APPLICATION OF
THE LAWS OF ANY JURISDICTION OTHER THAN ENGLAND AND WALES.


 


2.2                                 Upon written notice to all Parties to this Agreement and the
Arbitration Institute of the Stockholm Chamber of Commerce, any dispute,
controversy or claim between any Parties hereto arising out of, relating to or
in connection with this Agreement, including its existence, validity or
termination, shall be referred to and resolved by final and binding arbitration
under the Rules of the Arbitration Institute of the Stockholm Chamber of
Commerce in effect on the date any arbitration commences (the “Rules”),
which Rules are deemed to be incorporated by reference into this clause.  The place of the arbitration shall be
Stockholm, Sweden, and the award shall be deemed to have been made there.  The tribunal may hold hearings, meetings,
and deliberations at any place it deems appropriate, having regard to the
circumstances of the arbitration.  The
tribunal shall be comprised of three arbitrators to be appointed by the
Arbitration Institute of the Stockholm Chamber of Commerce in accordance with
the Rules.  The tribunal shall neither
have nor exercise any power to act as amiable compositeur or ex aequo et
bono or to award special, indirect, consequential, or punitive
damages.  The language of the
arbitration shall be English.  Judgment
upon any arbitral award may be entered in any court of competent jurisdiction.  Court jurisdiction under Sections 45 and 69
of the United Kingdom’s Arbitration Act of 1996 shall not apply.  Any Party to this Agreement may intervene in
any arbitral proceeding commenced under this Agreement.


 


3.                                       COUNTERPARTS


 


This Agreement may be executed in any number of counterparts each of
which when executed and delivered is an original, but all the counterparts
together constitute the same document. 
This Agreement will be written and signed both in the English and
Russian languages, and all modifications, amendments and waivers of any
provision of this Agreement shall be written and signed in the English and
Russian languages, but the English version of this Agreement and all
modifications, amendments and waivers of any provision of this Agreement shall
be the official, governing version for all purposes.


 


2

















 


EXECUTED by the parties


 


	
  Signed by

  	
  )

  
	
  a duly authorised

  	
  )

  
	
  representative of/for and

  	
  )

  
	
  on behalf of

  	
  )

  
	
  OJSC UKRTELECOM:

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ O. Gaiduk

  	
   

  	
  Signature

  
	
   

  	
   

  
	
  Signed by

  	
  )

  
	
  a duly authorised

  	
  )

  
	
  representative of/for and

  	
  )

  
	
  on behalf of

  	
  )

  
	
  CETEL B.V.:

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ S. Fries

  	
   

  	
   

  
	
   

  	
   

  
	
  /s/ A.
  Zijlstra

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
  Signed by

  	
  )

  
	
  a duly authorised

  	
  )

  
	
  representative of/for and

  	
  )

  
	
  on behalf of

  	
  )

  
	
  MOBILE TELESYSTEMS OJSC:

  	
  )

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  M. Smirnov

  	
   

  	
  Signature

  



 


3