**Exhibit 4.48.1**

 

# **SUPPLEMENTALCREDIT AGREEMENT**

**Dated 12 April 2005**

between

OJSC MobileTeleSystems, Russian Federation

as borrower

and

HSBC Bank plc

and

BHF-BANKAktiengesellschaft

as arrangers andlenders

HSBC Bank plc

as facility agent

BHF-BANK Aktiengesellschaft

as Hermes agent

----

 

**INDEX OFCLAUSES AND APPENDICES**

 
| Clause No | ** ** | **Heading**                                      | ** ** | **Page No** |
|-----------|------------|--------------------------------------------------|------------|------------------|
|      |       |                                             |       |             |
| 1         |       | Interpretation                                   |       | 2                |
|      |       |                                             |       |             |
| 2         |       | Amendments to the Credit Agreement               |       | 2                |
|      |       |                                             |       |             |
| 3         |       | General Provisions                               |       | 12               |
|      |       |                                             |       |             |
| 4         |       | Continuing Effectiveness of the Credit Agreement |       | 12               |
|      |       |                                             |       |             |
|      |       | Signature Page                                   |       | 13               |

 

----

 

**SUPPLEMENTAL CREDIT AGREEMENT**

This Supplemental Credit Agreement (the “SupplementalCredit Agreement”) is made by and between OJSC Mobile TeleSystems, Moscow,Russian Federation (the “Borrower”) and HSBC Bank plc, London, United Kingdomand BHF-BANK Aktiengesellschaft (as legal successor of ING BHF-BANKAktiengesellschaft), Frankfurt am Main, Federal Republic of Germany (each a “Lender”and together the “Lenders”) and is a supplement to the Credit Agreement dated11 October 2004 between the Borrower and the Lenders (the “CreditAgreement”).

WHEREAS

(1)                                  TheExporter and the Borrower have entered into a supplemental export contractdated 3 December 2004 for the supply of additional equipment and softwarelicenses (the “Supplemental Export Contract”).

(2)                                  TheLenders have agreed to lend to the Borrower the additional sum ofUSD28,286,000.00 to assist the financing of the additional equipment andsoftware licenses as mentioned in Recital (1) above and 85% of theSupplemental Insurance Premium paid or payable by the Lenders through theFacility Agent to Hermes on the terms and conditions hereinafter appearing.

NOW THEREFORE it ishereby agreed by and between the parties hereto as follows:

1

----

 

1.                                       **INTERPRETATION**

1.1                                 Unless otherwise defined in thisSupplemental Credit Agreement all expressions defined in the Credit Agreementshall have the same meanings when used herein.

1.2                                 Where the context of this SupplementalCredit Agreement so allows words importing the singular include the plural andvice versa.

1.3                                 Unless otherwise indicated reference to aspecified clause recital or appendix shall be construed as reference to thatspecified clause of or recital or appendix to the Credit Agreement.

1.4                                 Clause and appendix headings are for easeof reference only and do not form part of this Supplemental Credit Agreement.

2.                                       **AMENDMENTS****TO THE CREDIT AGREEMENT**

List of Annexes tothe Credit Agreementto be amended as follows:
| “2        |   | Confirmation of Coming into Force of the Export  Contract / Additional Export Contract / Supplemental Export Contract”                                                                                      |
|----------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|           |   |                                                                                                                                                                                                             |
| “3a-3b-3c |   | Confirmation of Mean-weighted Acceptance of  Equipment and Software in relation to the Export Contract / in relation to  the Additional Export Contract / in relation to the Supplemental Export  Contract” |

 

The addition ofthe following Articles to the Preamble:

I.                                         The Borrower and the Exporter have alsoentered into a supplemental contract on 3 December 2004 for the supply ofadditional equipment (the “Supplemental Export Contract”), the financing ofwhich will provide for additional payments partially being made under the termsof this Credit Agreement.

J.                                        The total supplemental contract value of further deliveries to be madeand services to be rendered under the Supplemental Export Contract amounts toUSD 31,000,000 (the “Total Supplemental Contract Value”).

K.                                    The terms of the Supplemental Export Contract enable deliveries/servicesto be made/rendered through a further series of purchase orders to be issuedbetween December 2004  to August 2005.

L.                                      The Total Supplemental Contract Value consists of 15% down payments anda portion of 85% as partial supplemental contract value (the “PartialSupplemental Contract Value”) to be financed hereunder at the option of theBorrower, subject to the agreement of Hermes and the Lenders.

2

----

 

1.                                       Definitionsand Interpretations
| **The addition of the following Definitions and Interpretations:-** |
|---------------------------------------------------------------------|
| ** **                                                          |   |   |
| Credit C                                                            |   | means the principal amount as specified in Clause  2.1 already disbursed and/or still to be disbursed as the context requires  and shall include each of Tranche 5 and Tranche 6 |
|                                                                |   |   |
| Partial Supplemental                                                |   |   |
| Contract Value                                                      |   | means the part of the Total Supplemental Contract  Value as defined in Article L of the Preamble |
|                                                                |   |   |
| Second Supplement                                                   |   |   |
| Insurance Agreement                                                 |   | means the second supplemental agreement as per  Clause 11.1 |
|                                                                |   |   |
| Supplemental Export                                                 |   |   |
| Contract                                                            |   | means a supplement contract which has been entered  into between the Borrower and the Exporter as defined in Article I of  the Preamble |
|                                                                |   |   |
| Supplemental                                                        |   |   |
| Insurance Premium                                                   |   | means the premium as defined in Clause 11.4 |
|                                                                |   |   |
| Supplemental                                                        |   |   |
| Repayment Date                                                      |   | means the date(s) as defined in Clause 5.1 d) |
|                                                                |   |   |
| Total Supplemental                                                  |   |   |
| Contract Value                                                      |   | means the aggregate price agreed upon in the  Supplemental Export Contract for deliveries made and services rendered  thereunder as defined in Article J of the Preamble |
|                                                                |   |   |
| Tranche 5                                                           |   | means the part of Credit C as defined in Clause  2.2.e) hereof |
|                                                                |   |   |
| Tranche 6                                                           |   | means the part of Credit C as defined in Clause  2.2.f) hereof |
|                                                                |   |   |
| The amendment to the following Definitions and  Interpretations:-   |
| ** **                                                          |   |   |
| Tranches                                                            |   | means, collectively, Tranche 1, Tranche 2, Tranche  3, Tranche 4, Tranche 5 and Tranche 6 as defined in Clause 2.2 |
|                                                                |   |   |
| The deletion of the following Definition and  Interpretation:-      |
|                                                                |   |   |
| Reference Banks                                                     |   | means the London offices of HSBC Bank plc and ING  BHF-Bank Aktiengesellschaft. |

 

2.                                       Amountsand Purpose of the Credits

2.1                                 AfterCredit B before the final paragraph, the addition of Credit C as follows:-

3

----

 

“USD28,286,000

(in words: twenty eightmillion two hundred eighty six thousand) (“Credit C”)”

## The final paragraph of Clause 2.1 to be amended to read as follows:-

“Credit A, Credit B andCredit C shall hereinafter be referred to individually as a “Credit” orcollectively as “Credits”.”

2.2                                 Theaddition of the word “and” at the end of sub-clause (d) and the additionof the following paragraphs:-

“e)                                Tranche5 in an amount of up to USD 26,350,000.00 (in words: United States Dollarstwenty six million three hundred fifty thousand) which shall be available forthe financing of the Partial Supplemental Contract Value either (i) stilldue and payable to the Exporter resulting from deliveries made/servicesrendered under the Supplemental Export Contract, or (ii) payable to theBorrower resulting from deliveries made/services rendered under theSupplemental Export Contract for which payment has been made directly by the Borrowerto the Exporter; and

f)                                        Tranche6 in an amount of USD 1,936,000.00 (in words: United States Dollars one millionnine hundred thirty six thousand) which shall be available for the financing ofup to 85% of the Supplemental Insurance Premium for cover of the Lenders’payment claims under the Second Supplemental Insurance Agreement as per Clause11.1 paid or payable by the Lenders through the Facility Agent to Hermes;”

2.3                                 Inline two, line eight and line twelve after the words “Partial Contract Value”,the addition of the words “or Partial Supplemental Contract Value, asapplicable”.

In line nine and line thirteen after the words “Export Contract” theaddition of the words “or Supplemental Export Contract respectively”.

In line fourteen after the words “Insurance Premium” the addition ofthe words “or Second Supplemental Insurance Agreement, as applicable”.

2.4                                 Inrelation to HSBC Bank plc’s participation, the addition of Credit C asfollows:-

“Credit C

50%, max. USD 14,143,000

(in words: United States Dollars fourteen million one hundred fortythree thousand)

In relation to BHF-BANK Aktiengesellschaft’s participation, theaddition of Credit C as follows:-

“Credit C

4

----

 

50%, max. USD 14,143,000

(in words: United States Dollars fourteen million one hundred fortythree thousand)

2.5                                 Inthe first line of this clause the word “Credit” to be amended to read “Credits”.

3.             Disbursement / Reimbursement

3.1                                 Inthe first paragraph, after the words “(and if applicable, Tranche 3)”, theaddition of the words “and Tranche 5”.

In line two and line four of the second paragraph, after the words “(andif applicable, Tranche 3)”, the addition of the words “and Tranche 5”.

3.2 a)                    In line four and five of the firstparagraph, after the words “(or Partial Additional Contract Value), theaddition of the words “or Partial Supplemental Contract Value”.

In line seven of the first paragraph, after the words “(andif applicable, Tranche 3)” the addition of the words “and Tranche 5”.

In line eleven of the first paragraph, after the words“(or Partial Additional Contract Value), the addition of the words “or PartialSupplemental Contract Value”.

In line three of the second paragraph, after the words“Export Contract” the addition of the words “, the Additional Export Contract(if agreed) and the Supplemental Export Contract”.

3.2 b)                   In line three of the firstparagraph, after the words “(and if applicable, Tranche 3)” the addition of thewords “and Tranche 5”.

3.3                                 Inline one, line four, line seven and line ten, after the words “(and if applicable,Tranche 3)”, the addition of the words “and Tranche 5”.

In line nine, the word “disbursement” to be amended to read “disbursements”.

In line ten, the word “reimbursement” to be amended to read “reimbursements”.

In line ten the word “has” to be amended to read “have”.

3.4                                 Inline one, after the words “(and if applicable, Tranche 4)”, the addition of thewords “and Tranche 6”.

In line two, after the words “(or as the case may be, the AdditionalInsurance Premium)”, the addition of the words “or the Supplemental InsurancePremium”.

5

----

 

In line three, after the words “Insurance Premium”, the addition of thewords “(or as the case may be, the Additional Insurance Premium) or theSupplemental Insurance Premium”.

In line six, after the words “(or the Additional Insurance Premium)”,the addition of the words “or the Supplemental Insurance Premium”.

4.             Conditions Precedent to Disbursements /Reimbursements

4.1                                 Theaddition at the end of this clause of the following Conditions Precedent toDisbursement / Reimbursement in relation to Credit C:-

“In relation to Credit C

The first disbursement under Credit C of this Credit Agreement shall beconditional upon the Facility Agent having received the following documentsfree of expense in form and substance satisfactory to the Lenders:

a)                                      awritten confirmation issued by Freshfields Bruckhaus Deringer, Moscow, asLenders’ counsel confirming that the original legal opinion rendered underClause 4.1.a) above is applicable mutatis mutandis to this Credit Agreement asincreased by Credit C, such confirmation stating inter alia that all necessarypermits, authorisations in the Russian Federation have been obtained;

b)                                     acopy of the Supplemental Export Contract;

c)                                      awritten confirmation in accordance with Annex 2 hereof certifying that theSupplemental Export Contract has come into force;

d)                                     anundertaking by the Exporter in favour of the Lenders with regards to certainrisks and obligations not covered by the Second Supplemental InsuranceAgreement;

e)                                      evidencethat the down payment referred to in Article L of the Preamble has beenmade to the Exporter by the Borrower.

4.2                                 Inline one, after the words “Credit B”, the addition of the words “or Credit C”.

In 4.2 a), after the words “Credit B”, the addition of the words “andpayment of the supplemental fees pursuant to Clause 6.5 hereof in case ofCredit C”.

In 4.2 b), after the words “Additional Insurance Premium”, the additionof the words “and 100% of the Supplemental Insurance Premium”.

4.4                                 Inline one, after the words “or Tranche 3”, the addition of the words “or Tranche5”.

6

----

 

In line three, after the words “or the Additional Export Contract”, theaddition of the words “or the Supplemental Export Contract”.

4.5                                 Inline two, after the words “Supplemental Insurance Agreement”, the addition ofthe words “and Second Supplemental Insurance Agreement”.

5.             Interest Periods, Interest, Increased Costs 

5.1                                 In5.1 b) line three, after the words “or Credit B”, the addition of the words “orCredit C”.

In 5.1 d) line three, after the words “Additional Repayment Date”, theaddition of the words “or Supplemental Repayment Date”.

In 5.1 d) line five, after the words “Additional Repayment Date”, theaddition of the words “or Supplemental Repayment Date”.

5.2           The second paragraphof 5.2 a) to be deleted in its entirety and replaced with the following:-

“LIBOR shall mean, in relation to such Interest Period, the rate perannum determined by the Facility Agent to be equal to the arithmetic mean(rounded upwards, if necessary, to five decimal places) of the London interbankoffered rates for deposits of USD for a period equal to such period as aredisplayed at or about 11.00 a.m. (London time) on the second Banking Dayprior to the commencement of such period on the relevant page on theReuter Monitor Money Rates Services (or such other page as may replacesuch page on such service for the purpose of displaying London interbankoffered rates of leading banks for deposits of USD) or, if no quotation for USDand the relevant period is displayed on the Reuter Monitor Money Rates Servicesor an alternative service, LIBOR shall mean the rate per annum reasonablydetermined by the Facility Agent to be equal to the arithmetic mean (roundedupwards, if necessary, to five decimal places) of the rates per annum at whichdeposits in USD are being offered to the Lenders in the London interbank marketfor such period at or about 11.00 a.m. (London time) on the second BankingDay prior to the commencement of the respective Interest Period. “

In 5.2 b) line two, after the word “determined”, the addition of thewords “, and if requested by the Borrower the method of such determination”.

In 5.2 d) (i) line two, after the words “or Credit B”, theaddition of “or Credit C”.

In 5.2 d) (ii) line two, after the words “or Credit B”, theaddition of “or Credit C”.

In line three of the final paragraph of Clause 5.2.d), after the words “orCredit B”, the addition of “or Credit C”.

6.             Fees

7

----

 

6.5                                 Theaddition of a new Clause 6.5 to read as follows:-

“Clause 6.1 and 6.2 shall apply mutatis mutandis to Credit C whereascalculation of the supplemental commitment fee shall start from the date of theSupplemental Credit Agreement; the supplemental arrangement fee shall be paidwithin 30 days after the date of such Supplement Credit Agreement, at thelatest, however, prior to disbursement or reimbursement under Credit C.”

8.             Repayment and Prepayment

8.1                                 Theaddition of wording relevant to Credit C after the last paragraph as follows:-

“Credit C

The credit amounts disbursed under Credit C are to be repaid in 17equal and consecutive semi-annual repayment instalments; the first of whichwill be due on the earlier of (i) the date falling 6 months after the dateof the mean-weighted acceptance of equipment and software to be evidenced by acertificate in accordance with Annex 3c hereof; and (ii) 28 February 2006.Credit amounts disbursed after the first Supplemental Repayment Date underCredit C shall be repaid in equal amounts on the remaining SupplementalRepayment Dates; the repayment instalments which have not yet become due willbe increased accordingly and the Facility Agent shall promptly, upon itsdrawing up thereof, however, at the latest 10 Business Days prior to the nextRepayment Date, deliver an updated repayment schedule to the Borrower showingthe amounts of repayment due on each subsequent Supplemental Repayment Date,provided that no failure by the Facility Agent to so advise the Borrower shallrelieve the Borrower from its payment obligations under this Agreement.

8.4                                 Inline three, after the words “or Additional Repayment Date”, the addition of thewords “or Supplemental Repayment Date”.

In line five, after the words “Credit B”, the addition of the words “andCredit C”.

11.           Guarantee of the Federal Republicof Germany for tied Buyer’s Credits 

11.1                           At theend of the first paragraph, the addition of the words “Credit C will also bemade available on the basis of insurance cover provided by Hermes which hasbeen applied for by the Hermes Agent on behalf of the Lenders in the form of asecond supplemental insurance agreement (“Second Supplemental InsuranceAgreement”) and the terms and conditions governing it.”

11.4                           Theexisting Clause 11.4 to be renumbered 11.5 and the addition of a new Clause11.4 to read as follows:-

8

----

 

“The Borrower undertakes to reimburse and indemnify the Lenders throughthe Facility Agent in full for and against the aggregate amount of supplementalpremiums and charges (the “Supplemental Insurance Premium”) payable by theLenders through the Facility Agent to Hermes under the Second SupplementalInsurance Agreement for insurance cover of their payment claims arising fromCredit C of this Credit Agreement. The second paragraph of Clause 11.2 shallapply mutatis mutandis hereto.”

11.5                           In linefour and six of the first paragraph, after the words “(or as applicable, theAdditional Insurance Premium)”, the addition of the words “or SupplementalInsurance Premium”

In line eight of the first paragraph, after the words “Clause 11.3”,the addition of the words “or Clause 11.4”.

In line two, five and six of the second paragraph, after the words “(orif applicable, the Additional Insurance Premium)”, the addition of the words “orSupplemental Insurance Premium”.

14.           Financial Statements, Informationand Undertakings

14. c)                    In line two and three, after thewords “or Additional Export Contract”, the addition of the words “orSupplemental Export Contract”.

17.                                 Miscellaneous

17.1                           In linetwo, four, seven and nine, after the words “the Additional Export Contract”,the addition of the words “and Supplemental Export Contract”.

##### Annex 1a                                              Thefirst paragraph to be amended as follows: “ Credit Agreement dated 11 October 2004in the amount of USD 75,748,000 as increased by USD 36,514,000 and as amendedby the Supplemental Credit Agreement dated                                     inthe amount of USD 28,286,000”.

###### In line three of the second paragraph, afterthe words “Additional Export Contract”, the addition of the words “/Supplemental Export Contract”.

##### Annex 1b                                             Thefirst paragraph to be amended as follows: “ Credit Agreement dated 11 October 2004in the amount of USD 75,748,000 as increased by USD 36,514,000 and as amendedby the Supplemental Credit Agreement dated                                     inthe amount of USD 28,286,000”.

###### In line three of the second paragraph, afterthe words “Additional Export Contract”, the addition of the words “/Supplemental Export Contract”.

9

----

######  

In line one of the third paragraph, after the words “Additional ExportContract”, the addition of the words “/ Supplemental Export Contract”.

###### Annex 1c                                              Thefirst paragraph to be amended as follows: “ Credit Agreement dated 11 October 2004in the amount of USD 75,748,000 as increased by USD 36,514,000 and as amendedby the Supplemental Credit Agreement dated                                     inthe amount of******USD28,286,000”.

In line two of the second paragraph, after the words “AdditionalInsurance Premium”, the addition of the words “/ Supplemental Insurance Premium”.

In line three of the second paragraph, after “11.3”, the additionof  “/ 11.4”.

In line six of the second paragraph, after the words “AdditionalInsurance Premium”, the addition of the words “/ Supplemental Insurance Premium”.

###### Annex 1d                                             Thefirst paragraph to be amended as follows: “ Credit Agreement dated 11 October 2004in the amount of USD 75,748,000 as increased by USD 36,514,000 and as amendedby the Supplemental Credit Agreement dated                                     inthe amount of USD 28,286,000”.

###### In line two of the second paragraph, afterthe words “Additional Export Contract”, the addition of the words “/Supplemental Export Contract”.

###### Annex 1e                                              Thefirst paragraph to be amended as follows: “ Credit Agreement dated 11 October 2004in the amount of USD 75,748,000 as increased by USD 36,514,000 and as amendedby the Supplemental Credit Agreement dated                                     inthe amount of USD 28,286,000”.

In the first line of the second paragraph, after the words “InsurancePremium”, the addition of the words “/ Additional Insurance Premium /Supplemental Insurance Premium”.

In the first line of the third paragraph, after “11.2”, the addition of“11.3 / 11.4”.

In line three of the third paragraph, after the words “InsurancePremium”, the addition of the words “/ Additional Insurance Premium /Supplemental Insurance Premium”.

10

----

 

###### Annex 2                                                    Inthe heading, after the words “Additional Export Contract*”, the addition of thewords “/ Supplemental Export Contract*”.

The first paragraph to be amended as follows: “ Credit Agreement dated11 October 2004 in the amount of USD 75,748,000 as increased by USD36,514,000 and as amended by the Supplemental Credit Agreement dated                                     inthe amount of USD 28,286,000”.

The second paragraph to be amended as follows: “ We hereby confirm toyou that the has Export Contract between OJSC Mobile TeleSystems in the RussianFederation and Siemens Aktiengesellschaft dated 8 June 2004 for USD83,000,000 has come into force on                                     .*/ We hereby confirm to you that the Additional Export Contract between OJSCMobile TeleSystems in the Russian Federation and Siemens Aktiengesellschaftdated 25 October 2004 for USD 40,000,000 has come into force on                                     .*/ We hereby confirm to you that the Supplemental Export Contract between OJSCMobile TeleSystems in the Russian Federation and Siemens Aktiengesellschaftdated 3 December 2004 for USD 31,000,000 has come into force on                                     .*”

11

----

 

The addition of a new annex “Annex 3c” as follows:

 

Annex 3c

###### HSBC Bank plc

Level 17, Project and Export Finance

8 Canada Square

London E14 5HQ

United Kingdom

 

For the attention of: MrAlan Marshall

Confirmation ofMean-weighted Acceptance of Equipment and Softwarein relation to the Supplemental Export Contract

Credit Agreementdated 11 October 2004 in the amount of USD 75,748,000 as increased by USD36,514,000 and as amended by the Supplemental Credit Agreement dated                                     in the amount of USD 28,286,000 .

We hereby confirmto you that in respect of the Supplemental Export Contract as mentioned in thePreamble of the above-mentioned Credit Agreement the mean-weighted acceptanceof equipment and software in relation to the additional operation units(starting point) took place on                                     .
|         |   |   |
|---------|--------|--------|
| (place) |   | (date) |

 
|                                                     |
|-----------------------------------------------------|
|                                                |   |
|                                                |
|                                                |
|                                                |
| (legally binding signature(s) of the exporter) |

12

----

 

All other termsand conditions of the Credit Agreement shall remain unchanged and in full forceand effect.

3.                                       **GENERAL PROVISIONS**

3.1.                              ThisSupplemental Credit Agreement shall not be capable of being waived, modified orvaried otherwise than by an express waiver, modification or variation inwriting. Any delay or failure on the part of the Lenders and/or the FacilityAgent in exercising any of their rights under this Supplemental CreditAgreement shall not be regarded as a waiver of these rights or as acquiescencein any conduct contravening the terms of this Supplemental Credit Agreement.Exercise of single rights only, or merely partial exercise of any rights shallnot preclude the claiming in the future of any rights not yet or only partiallyexercised.

3.2.                              Inthe event of any provisions laid down in this Supplemental Credit Agreementbeing or becoming wholly or partially ineffective in law, the other provisionsof this Supplemental Credit Agreement shall remain in force. Any insufficiencythus created shall be filled by a corresponding provision consistent with thespirit and purpose of this Supplemental Credit Agreement.

3.3.                              Withoutprejudice to the Lenders’ rights under this Supplemental Credit Agreement, theBorrower shall pay to the Lenders through the Facility Agent upon demand (i) anystamp duties, registration fees and similar taxes and charges in connectionwith this Supplemental Credit Agreement and (ii) all legal fees (includingVAT) and out-of-pocket expenses incurred by the Lenders and/or the FacilityAgent in connection with the negotiation, preparation, documentation andexecution of this Supplemental Credit Agreement provided that all such fees andexpenses shall not exceed USD 7,000.00 (plus VAT and disbursements, plus costsfor required translation of any of the finance documents related to thisSupplemental Credit Agreement into the Russian language) and (iii) anycosts, including lawyer’s fees and taxes arising thereon, in connection withthe preservation and enforcement of the Lenders’ rights under this SupplementalCredit Agreement.

3.4.                              ThisSupplemental Credit Agreement shall be governed and construed in accordancewith the laws of the Federal Republic of Germany. Clauses 19.2 to 19.4 of theCredit Agreement shall apply mutatis mutandis to this Supplemental CreditAgreement.

3.5.                              ThisSupplemental Credit Agreement shall be executed in the English language.

4**              CONTINUING EFFECTIVENESS OF THECREDIT AGREEMENT**

Upon signature of thisSupplemental Agreement the Credit Agreement and this Supplemental CreditAgreement shall be read and construed as one document and thereafter anyreference in the Credit Agreement to “this Agreement” “the Agreement” or “theCredit Agreement” shall be read and construed as a reference to

13

----

 

the Credit Agreementamended by this Supplemental Credit Agreement.

 
|               |   | OJSC Mobile TeleSystems        |
|---------------|--------|--------------------------------|
| Moscow,       |   |                           |   |
| (place, date) |   | (legally binding signature(s)) |
|          |   |                           |
|          |   | HSBC Bank plc                  |
| London,       |   |                           |   |
| (place, date) |   | (legally binding signature(s)) |
|          |   |                           |
|          |   | BHF-BANK Aktiengesellschaft    |
| Moscow,       |   |                           |   |
| (place, date) |   | (legally binding signature(s)) |

 

 

14

----