Exhibit 4.9


 


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 sell
and Cetel has agreed to purchase a 25% 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

  



 


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