**Exhibit 4.49**

EXECUTION COPY

 

Dated 16 November 2005

 

 

 

**US$150,000,000**

**FACILITYAGREEMENT**

 

for

**MOBILETELESYSTEMS FINANCE S.A.**

arranged by

**ING BANK N.V.**

as Mandated Lead Arranger

with

**INGBANK N.V., LONDON BRANCH**

acting as Agent

Paveletskaya sq.2, bld. 2Moscow 115054

Telephone (7-095)797 9797Facsimile (7-095) 797 9798

Ref MK/TP

----

 

**CONTENTS**
| **CLAUSE**                                             | ** ** | **PAGE**                                |
|--------------------------------------------------------|------------|-----------------------------------------|
| SECTION 1  INTERPRETATION                         | 1          |
|                                                   | 1          | DEFINITIONS AND  INTERPRETATION         | 1 |
| SECTION 2 THE  FACILITY                           | 10         |
|                                                   | 2          | THE FACILITY                            | 10 |
|                                                   | 3          | PURPOSE                                 | 10 |
|                                                   | 4          | CONDITIONS OF UTILISATION               | 10 |
| SECTION 3  UTILISATION                            | 12         |
|                                                   | 5          | UTILISATION                             | 12 |
| SECTION 4  REPAYMENT, PREPAYMENT AND CANCELLATION | 13         |
|                                                   | 6          | REPAYMENT                               | 13 |
|                                                   | 7          | PREPAYMENT AND  CANCELLATION            | 13 |
| SECTION 5 COSTS OF  UTILISATION                   | 16         |
|                                                   | 8          | INTEREST                                | 16 |
|                                                   | 9          | INTEREST PERIODS                        | 17 |
|                                                   | 10         | CHANGES TO THE CALCULATION  OF INTEREST | 17 |
|                                                   | 11         | ARRANGEMENT FEE                         | 18 |
| SECTION 6  ADDITIONAL PAYMENT OBLIGATIONS         | 19         |
|                                                   | 12         | TAX GROSS-UP AND  INDEMNITIES           | 19 |
|                                                        |            |                                         |  |  |

i

----

 
|                                                                | 13 | INCREASED COSTS                                   | 19 |
|---------------------------------------------------------------------|----|---------------------------------------------------|----|
|                                                                | 14 | OTHER INDEMNITIES                                 | 19 |
|                                                                | 15 | MITIGATION BY THE  LENDERS                        | 19 |
|                                                                | 16 | COSTS AND EXPENSES                                | 19 |
| SECTION 7 REPRESENTATIONS,  UNDERTAKINGS AND EVENTS OF DEFAULT | 19 |
|                                                                | 17 | REPRESENTATIONS                                   | 19 |
|                                                                | 18 | INFORMATION  UNDERTAKINGS                         | 19 |
|                                                                | 19 | FINANCIAL COVENANTS                               | 19 |
|                                                                | 20 | GENERAL UNDERTAKINGS                              | 19 |
|                                                                | 21 | EVENTS OF DEFAULT                                 | 19 |
| SECTION 8 CHANGES  TO PARTIES                                  | 19 |
|                                                                | 22 | CHANGES TO THE LENDERS                            | 19 |
|                                                                | 23 | CHANGES TO THE BORROWER                           | 19 |
| SECTION 9 THE  FINANCE PARTIES                                 | 19 |
|                                                                | 24 | ROLE OF THE AGENT AND  THE MANDATED LEAD ARRANGER | 19 |
|                                                                | 25 | CONDUCT OF BUSINESS BY  THE FINANCE PARTIES       | 19 |
|                                                                | 26 | SHARING AMONG THE  FINANCE PARTIES                | 19 |
| SECTION 10  ADMINISTRATION                                     | 19 |
|                                                                | 27 | PAYMENT MECHANICS                                 | 19 |
|                                                                | 28 | SET-OFF                                           | 19 |

ii

----

 
|                                            | 29 | NOTICES                        | 19 |
|-------------------------------------------------|----|--------------------------------|----|
|                                            | 30 | CALCULATIONS AND  CERTIFICATES | 19 |
|                                            | 31 | PARTIAL INVALIDITY             | 19 |
|                                            | 32 | REMEDIES AND WAIVERS           | 19 |
|                                            | 33 | AMENDMENTS AND WAIVERS         | 19 |
|                                            | 34 | COUNTERPARTS                   | 19 |
| SECTION 11  GOVERNING LAW AND ENFORCEMENT  | 19 |
|                                            | 35 | GOVERNING LAW                  | 19 |
|                                            | 36 | ARBITRATION                    | 19 |
|                                            | 37 | JURISDICTION                   | 19 |
| SCHEDULE 1 Conditions  precedent                | 19 |
| SCHEDULE 2 Utilisation  Request                 | 19 |
| SCHEDULE 3 Mandatory  Cost formula              | 19 |
| SCHEDULE 4 Form of  Transfer Certificate   | 19 |
| SCHEDULE 5 Form of  Compliance Certificate | 19 |

 

iii

----

 

THIS AGREEMENT is dated 16 November 2005 and made between:

**(1)****                              MOBILE TELESYSTEMS FINANCE S.A.**, a*société anonyme* established andexisting under the laws of Luxembourg registered with number B 84.895 with theLuxembourg Register of Commerce and Companies and having its registered addressat 3 Avenue Pasteur, L-2311 Luxembourg, as borrower (the “**Borrower**”);

**(2)****                              ING BANK N.V.**as mandated leadarranger (the “**Mandated Lead Arranger**”);

**(3)****                              ING (IRELAND) LTD.**as lender (the “**Original Lender**”); and

**(4)****                              ING BANK N.V., LONDON BRANCH** asagent of the other Finance Parties (the “**Agent**”).

IT IS AGREED as follows:

**SECTION 1INTERPRETATION**

**1**                                      DEFINITIONS AND INTERPRETATION

**1.1**                            Definitions

In this Agreement:

“**Additional Cost Rate**” hasthe meaning given to it in Schedule 3 (*MandatoryCost**formula*).

“**Affiliate**” means, inrelation to any person, a Subsidiary of that person or a Holding Company ofthat person or any other Subsidiary of that Holding Company.

“**Authorisation**” means anauthorisation, consent, approval, resolution, licence, exemption, filing,notarisation or registration.

“**Availability Period**”means the period from and including the Signing Date to and including the datewhich is 7 days after the Signing Date.

“**Available Commitment**”means, in relation to the Facility, a Lender’s Commitment under the Facilityminus:

(a)                                theamount of its participation in any outstanding Loan under the Facility; and

(b)                               inrelation to any proposed Utilisation, the amount of its participation in anyLoans that are due to be made under the Facility on or before the proposedUtilisation Date.

“**Available Facility**”means, in relation to the Facility, the aggregate for the time being of eachLender’s Available Commitment in relation to the Facility.

“**Borrower Audited Original FinancialStatements**” means the audited consolidated financial statements ofthe Borrower for the financial year ending 31 December 2004.

“**Borrowings**” has themeaning given to it in Clause 19 (*FinancialCovenants*).

“**Break Costs**” means theamount (if any) by which:

(a)                                theinterest (excluding the Margin) which a Lender should have received for theperiod from the date of receipt of all or any part of its participation in aLoan or Unpaid Sum to 

1

----

 

                                              the lastday of the current Interest Period in respect of that Loan or Unpaid Sum, hadthe principal amount or Unpaid Sum received been paid on the last day of thatInterest Period;

exceeds:

(b)                               theamount which that Lender would be able to obtain by placing an amount equal tothe principal amount or Unpaid Sum received by it on deposit with a leadingbank in the London interbank market for a period starting on the Business Dayfollowing receipt or recovery and ending on the last day of the currentInterest Period.

“**Business Day**” means a day(other than a Saturday or Sunday) on which banks are open for general businessin Amsterdam, London, Moscow and New York City.

“**Commitment**” means:

(a)                                inrelation to the Original Lender, US$150,000,000 and the amount of any otherCommitment transferred to it under this Agreement; and

(b)                               inrelation to any other Lender, the amount of any Commitment transferred to itunder this Agreement,

to the extent notcancelled, reduced or transferred by it under this Agreement.

“**Compliance Certificate**”means a certificate substantially in the form set out in Schedule 5 (*Form of Compliance Certificate*).

“**Confidentiality Undertaking**”means a confidentiality undertaking substantially in a recommended form of theLMA or in any other form agreed between the Borrower and the Agent.

“**Default**” means an Eventof Default or any event or circumstance specified in Clause 21 (*Events of Default*) which would (with theexpiry of a grace period, the giving of notice, the making of any determinationunder the Finance Documents or any combination of any of the foregoing) be anEvent of Default.

“**EBITDA**” has the meaninggiven to it in Clause 19 (*FinancialCovenants*).

“**Environment**” means livingorganisms including the ecological systems of which they form part and thefollowing media:

(a)                                air(including air within natural or man-made structures, whether above or belowground);

(b)                               water(including territorial, coastal and inland waters, water under or within landand water in drains and sewers); and

(c)                                land(including land under water).

“**Environmental Law**” meansall laws and regulations of any relevant jurisdiction which:

(a)                                haveas a purpose or effect the protection of, and/or prevention of harm or damageto, the Environment;

(b)                               provideremedies or compensation for harm or damage to the Environment; or

(c)                                relateto any waste, pollutant, contaminant or other substance (including any liquid,solid, gas, ion, living organism or noise) that may be harmful to human healthor other life or 

2

----

 

                                              theEnvironment or a nuisance to any person or that may make the use or ownershipof any affected land or property more costly or health and safety matters.

“**Environmental Licence**”means any Authorisation required at any time under Environmental Law.

“**Event of Default**” meansany event or circumstance specified as such in Clause 21 (*Events of Default*).

“**Facility**” means the termloan facility made available under this Agreement as described in Clause 2.1 (*The Facility*).

“**Facility Office**” meansthe office or offices notified by a Lender to the Agent in writing on or beforethe date it becomes a Lender (or, following that date, by not less than fiveBusiness Days’ written notice) as the office or offices through which it willperform its obligations under this Agreement.

“**Fee Letter**” means theletter dated on or about the Signing Date between the Mandated Lead Arrangerand the Borrower (or the Agent and the Borrower) setting out the fee referredto in Clause 11 (*Arrangement Fee*).

“**Final Maturity Date**”means the date which is 6 Months after the first Utilisation Date.

“**Finance Document**” meansthis Agreement, any Fee Letter, the Parent Guarantee and any other documentdesignated as such by the Agent and the Borrower.

“**Finance Party**” means theAgent, the Mandated Lead Arranger or a Lender.

“**Financial Indebtedness**” means anyindebtedness for or in respect of:

(a)                                moneysborrowed;

(b)                               anyamount raised by acceptance under any acceptance credit facility ordematerialised equivalent;

(c)                                anyamount raised pursuant to any note purchase facility or the issue of bonds,notes, debentures, loan stock or any similar instrument;

(d)                               theamount of any liability in respect of any lease or hire purchase contract whichwould, in accordance with GAAP, be treated as a finance or capital lease;

(e)                                receivablessold or discounted (other than any receivables to the extent they are sold on anon-recourse basis);

(f)                                  anyamount raised under any other transaction (including any forward sale orpurchase agreement) having the commercial effect of a borrowing;

(g)                               anyderivative transaction entered into in connection with protection against orbenefit from fluctuation in any rate or price (and, when calculating the valueof any derivative transaction, only the marked to market value shall be takeninto account);

(h)                               shareswhich are expressed to be redeemable at the option of the holder on or prior tothe Final Maturity Date (but excluding any accrued dividends);

(i)                                   anycounter-indemnity obligation in respect of a guarantee, indemnity, bond,standby or documentary letter of credit or any other instrument issued by abank or financial institution; and

3

----

(j)                                   theamount of any liability in respect of any guarantee or indemnity for any of theitems referred to in paragraphs (a) to (i) above.

“**GAAP**” means generally accepted accounting principles,standards and practices in the United States of America.

“**Group**” means the Parentand its Subsidiaries for the time being.

“**Holding Company**” means,in relation to a person, any other person in respect of which it is aSubsidiary.

“**IFRS**” means theInternational Financial Reporting Standards issued by the InternationalAccounting Standards Committee, London.

“**Interest Expense**” has themeaning given to it in Clause 19 (*FinancialCovenants*).

“**Interest Period**” means,in relation to a Loan, each period determined in accordance with Clause 9 (*Interest Periods*) and, in relation to anUnpaid Sum, each period determined in accordance with Clause 8.3 (*Default interest*).

“**Lender**” means:

(a)                                theOriginal Lender; and

(b)                               anybank, financial institution, trust, fund or other entity which has become aParty in accordance with Clause 22 (*Changesto the Lenders*),

which in each case has not ceased to be a Party in accordance with theterms of this Agreement.

“**LIBOR**” means, in relationto any Loan:

(a)                                theapplicable Screen Rate; or

(b)                               (ifno Screen Rate is available for Dollars or the Interest Period of that Loan)the arithmetic mean of the rates (rounded upwards to four decimal places) assupplied to the Agent at its request quoted by the Reference Banks to leadingbanks in the London interbank market,

as of 11:00 a.m. on the Quotation Day for the offering of depositsin Dollars for a period comparable to the Interest Period for that Loan.

“**LMA**” means the LoanMarket Association.

“**Loan**” means a loan made or to be made underthe Facility or the principal amount outstanding for the time being of thatloan.

“**Majority Lenders**” means:

(a)                                ifthere are no Loans then outstanding, a Lender or Lenders whose Commitmentsaggregate more than 662/3% of the Total Commitments (or,if the Total Commitments have been reduced to zero, aggregated more than 662/3% of the Total Commitments immediatelyprior to the reduction); or

(b)                               atany other time, a Lender or Lenders whose participations in the Loans thenoutstanding aggregate more than 662/3% of all the Loans thenoutstanding.

“**Mandatory Cost**” means thepercentage rate per annum calculated by the Agent in accordance with Schedule 3(*Mandatory Cost formula*).

4

----

“**Margin**” means 0.75 percent. per annum.

“**Material Adverse Effect**”means a material adverse effect on or material adverse change in:

(a)                                thefinancial condition, operations, assets, prospects or business of the Parent orthe consolidated financial condition, operations, assets, prospects or businessof the Group;

(b)                               theability of any Obligor to perform and comply with their respective obligationsunder any Finance Document to which they are a party; or

(c)                                thevalidity, legality or enforceability of any Finance Document, or the rights orremedies of any Finance Party thereunder.

“**Month**” means a periodstarting on one day in a calendar month and ending on the numericallycorresponding day in the next calendar month, except that:

(a)                                ifthe numerically corresponding day is not a Business Day, that period shall endon the next Business Day in that calendar month in which that period is to endif there is one, or if there is not, on the immediately preceding Business Day;and

(b)                               ifthere is no numerically corresponding day in the calendar month in which thatperiod is to end, that period shall end on the last Business Day in thatcalendar month.

The above rules will only apply to the last Month of any period.

“**Obligor**” means theBorrower or the Parent.

“**Original Financial Statements**”means:

(a)                                theParent Audited Original Financial Statements;

(b)                               theBorrower Audited Original Financial Statements; and

(c)                                theunaudited consolidated financial statements of the Parent for the financialquarter ending 30 September 2005 prepared in accordance with RAS.

“**Parent**” means MobileTeleSystems Open Joint Stock Company, an open joint stock company establishedand existing under the laws of the Russian Federation and having its registeredaddress at 4 Marksistskaya Street, 109147 Moscow, Russian Federation.

“**Parent Audited Original FinancialStatements**” means the audited consolidated and non-consolidatedfinancial statements of the Parent for the financial year ending 31 December 2004.

“**Parent Guarantee**” meansthe guarantee of the obligations of the Borrower under the Finance Documents bythe Parent to be entered into in favour of the Agent (for the benefit of theFinance Parties).

“**Participating Member State**”means any member state of the European Communities that adopts or has adoptedthe euro as its lawful currency in accordance with legislation of the EuropeanCommunity relating to Economic and Monetary Union.

“**Party**” means a party tothis Agreement.

“**Permitted Security**”means:

(a)                                anySecurity on any assets of any corporation existing at the time such corporationis merged or consolidated with or into the Parent or any Subsidiary of theParent or becomes a Subsidiary of the Parent and not created in contemplationof such event, provided that no such Security shall extend to any other assets;

5

----

(b)                               anySecurity existing on any assets prior to the acquisition thereof by the Parentor any Subsidiary of the Parent and not created in contemplation of suchacquisition, provided that no such Security shall extend to any other assets;

(c)                                anySecurity on any assets securing Financial Indebtedness of the Parent orFinancial Indebtedness of any Subsidiary of the Parent incurred or assumed forthe purpose of financing all or part of the cost of acquiring, repairing orrefurbishing such assets, provided that (i) no such Security shall extendto any other assets; (ii) the aggregate principal amount of all FinancialIndebtedness secured by such Security on such assets shall not exceed the lowerof (x) the purchase price of such assets and (y) the fair marketvalue of such assets at the time of acquisition, repair or refurbishing; and (iii) suchSecurity attaches to such assets concurrently with the repair or refurbishingthereof or within 90 days after the acquisition thereof, as the case may be;

(d)                               anySecurity arising by operation of law, including any Security (i) arisingin the ordinary course of business with respect to amounts not yet delinquentor being contested by the Parent or a Subsidiary of the Parent in good faith inappropriate proceedings or (ii) for taxes, assessments, government chargesor claims, including without limitation those in favour of Russian governmentalfiscal authorities;

(e)                                anySecurity on the assets of any Subsidiary of the Parent securing intercompanyFinancial Indebtedness of such Subsidiary owing to the Parent or anotherSubsidiary of the Parent;

(f)                                  anynetting or set-off arrangement entered into by a member of the Group with abank or any other financial institution in the normal course of its bankingarrangements for the purpose of netting or setting off its debit and creditfacilities with that bank or financial institution;

(g)                               easements,rights-of-way, restrictions and any other similar charges or encumbrancesincurred in the ordinary course of business and not interfering in any materialrespect with the business of the Parent or the business of any Subsidiary ofthe Parent, including any encumbrance or restriction with respect to an equityinterest of any joint venture pursuant to a joint venture agreement;

(h)                               anyextension, renewal or replacement of any Security described in clauses (a) to(g) above, provided that (i) such extension, renewal or replacementshall be no more restrictive in any material respect than the originalSecurity; (ii) the amount of Financial Indebtedness secured by suchSecurity is not increased; and (iii) if the assets securing the FinancialIndebtedness subject to such Security are changed in connection with suchrefinancing, extension or replacement, the fair market value of the property orassets is not increased; and

(i)                                   anyother Security (excluding any Security described in (a)-(h) above)provided that, immediately after giving effect to such Security, the aggregateamount of all secured Financial Indebtedness of the Group does not exceed 10%of the Parent’s Total Assets.

“**Qualifying Lender**” hasthe meaning given to it in Clause 12 (*Taxgross-up and indemnities*).

“**Quotation Day**” means, inrelation to any period for which an interest rate is to be determined, twoBusiness Days before the first day of that period unless market practicediffers in the London interbank market, in which case the Quotation Day will bedetermined by the Agent in accordance with market practice in the Londoninterbank market (and if quotations for that 

6

----

currency and period would normally be given by leading banks in theLondon interbank market on more than one day, the Quotation Day will be thelast of those days).

“**RAS**” means generallyaccepted accounting principles, standards and practices in the RussianFederation.

“**Reference Banks**” means inrelation to LIBOR and Mandatory Cost the principal London offices of theMandated Lead Arranger, ABN AMRO Bank N.V., HSBC Bank PLC or such other banksas may be appointed by the Agent in consultation with the Borrower.

“**Relevant Period**” has themeaning given to it in Clause 19 (*FinancialCovenants*).

“**Repeating Representations**”meanseach of the representations set out in Clauses 17.1 (*Status*), 17.2 (*Binding obligations*), 17.3 (*Non-conflictwith other obligations*), 17.4 (*Powerand authority*), 17.6 (*Governinglaw and enforcement*), 17.11 (*Nodefault*), 17.13 (*Pari PassuRanking*), 17.14 (*No proceedingspending or threatened*), 17.15 (*Environmentallaws and licences*) and 17.16 (*Telecommunicationslaw and licences*).

“**Roubles**” or “**RUR**” means the lawful currency of theRussian Federation for the time being.

“**Russian InsolvencyLaw**” means the Federal Law of the Russian Federation No. 127-FZof 26 October 2002 “On Insolvency (Bankruptcy)”.

“**Screen Rate**” means theBritish Bankers Association Interest Settlement Rate for Dollars for therelevant period displayed on the appropriate page of the Telerate screen.If the agreed page is replaced or service ceases to be available, theAgent may specify another page or service displaying the appropriate rateafter consultation with the Borrower and the Lenders.

“**Security**” means amortgage, charge, lien, pledge or other security interest securing anyobligations of any person or any other agreement or arrangement having asimilar effect.

“**Significant Subsidiary**” means:

(a)                                UMC(unless, pursuant to the UMC Litigation, any or all of the Borrower’s shares inUMC are transferred to a person that is not a member of the Group, with theresult that UMC ceases to be a member of the Group);

(b)                               anySubsidiary of the Parent to which (i) the Parent sells, leases orotherwise transfers its GSM 900 or 1800 licences or (ii) any such licenceis re-issued; and

(c)                                anySubsidiary of the Parent (i) whose total assets (or, where such Subsidiaryprepares consolidated accounts, whose total consolidated assets) have a bookvalue (as determined by reference to the most recent management accounts ofthat Subsidiary prepared in accordance with GAAP) equal to or exceeding 10% ofthe Parent’s Total Assets or (ii) whose gross annual revenues (or, wheresuch Subsidiary prepares consolidated accounts, whose gross annual consolidatedrevenues) (as determined by reference to the most recent management accounts ofthat Subsidiary prepared in accordance with GAAP) are equal to or exceed 10% ofthe Parent’s gross annual consolidated revenues in the year for which theParent’s most recent consolidated financial statements were prepared.

“**Signing Date**” means thedate of this Agreement.

“**Subsidiary**” means anentity from time to time of which a person has direct or indirect control orowns directly or indirectly more than 50% of the share capital or similar rightof ownership.

7

----

“**Syndication Date**” means(unless otherwise agreed by the Borrower and the Mandated Lead Arranger) theday specified by the Mandated Lead Arranger as the day on which primarysyndication of the Facility is completed.

“**Tax**” means any tax, levy,impost, duty or other charge or withholding of a similar nature (including anypenalty or interest payable in connection with any failure to pay or any delayin paying any of the same).

“**TelecommunicationsAuthorisation**”****means any Authorisation from any governmental or otherregulatory authority necessary in order for each of the Parent and itsSignificant  Subsidiaries to maintain,operate and conduct its business as it is being conducted in accordance withTelecommunications Laws.

“**TelecommunicationsLaws**”****means (a) all laws and regulations which relate totelecommunications and/or the business of providing mobile telephone servicesand (b) all rules, guidelines, policies and regulations made thereunder,that are applicable to each of the Parent and its Significant Subsidiariesand/or the business carried on by it.

“**Total Assets**” means thebook value of the consolidated total assets of the Parent as determined byreference to the Parent’s most recent annual consolidated balance sheetdelivered in accordance with paragraph (a) of Clause 18.1 (*Financial statements*) or, prior to thefirst delivery, to the Parent Audited Original Financial Statements.

“**Total Commitments**” meansthe aggregate of the Commitment, being $150,000,000 at the Signing Date.

“**Transfer Certificate**” meansa certificate substantially in the form set out in Schedule 4 (*Form of Transfer Certificate*) or anyother form agreed between the Agent and the Borrower.

“**Transfer Date**” means, inrelation to a transfer, the later of:

(a)                                theproposed Transfer Date specified in the Transfer Certificate; and

(b)                               thedate on which the Agent executes the Transfer Certificate.

“**UMC**” means Ukrainian-German-Dutch-Danish Joint Venture “UkrainianMobile Communications” in Ukraine.

“**UMC Litigation**” means anyof the claims, proceedings (present or future) and causes of action involvingthe Parent and/or any of its Affiliates (including UMC) relating to or arisingout of the sale of UMC to the Parent or the acquisition, reorganization orownership of UMC by the Parent.

“**Unpaid Sum**” means any sumdue and payable but unpaid by the Borrower under the Finance Documents.

“**US Dollars**”, “**Dollars**”, “**USD**” and “**$**”denote the lawful currency of the United States of America.

“**Utilisation**” means autilisation of the Facility.

“**Utilisation Date**” meansthe date of a Utilisation, being the date on which the relevant Loan is to bemade.

“**Utilisation Request**”means a notice substantially in the form set out in Schedule 2 (*Utilisation**Request*).

“**VAT**” means value addedtax and any other tax of a similar nature.

8

----

**1.2**                            Construction

(a)                               Unlessa contrary indication appears, any reference in this Agreement to:

(i)                                   the“**Agent**”, the “**Mandated Lead Arranger**”, any “**Finance****Party**”,any “**Lender**”, the “**Borrower**” and any “**Party**” shall be construed so as to include itssuccessors in title, permitted assigns and permitted transferees;

(ii)                                “**assets**” includes present and futureproperties, revenues and rights of every description;

(iii)                             “**control**” means the possession, directly orindirectly, of the power to direct or cause the direction of the managementpolices of a person, whether through the ownership of voting securities, bycontract or credit arrangement, as trustee or executor, or otherwise;

(iv)                            a“**Finance****Document**” or any other agreement orinstrument is a reference to that Finance Document or other agreement orinstrument as amended or novated;

(v)                               “**indebtedness**” includes any obligation(whether incurred as principal or as surety) for the payment or repayment ofmoney, whether present or future, actual or contingent;

(vi)                            a“**person**” includes any person,firm, company, corporation, government, state or agency of a state or anyassociation, trust or partnership (whether or not having separate legalpersonality) or two or more of the foregoing;

(vii)                         a “**regulation**” includes any regulation, rule, official directive,request or guideline (whether or not having the force of law) of anygovernmental, intergovernmental or supranational body, agency, department orregulatory, self-regulatory or other authority or organisation;

(viii)                      a provision of law is a referenceto that provision as amended or re-enacted; and

(ix)                              atime of day is a reference to London time.

(b)                              Section,Clause and Schedule headings are for ease of reference only.

(c)                               Unlessa contrary indication appears, a term used in any other Finance Document or inany notice given under or in connection with any Finance Document has the samemeaning in that Finance Document or notice as in this Agreement.

(d)                              ADefault (other than an Event of Default) is “**continuing**”if it has not been remedied or waived and an Event of Default is “**continuing**” if it has not been waived.

**1.3**                            Third Party Rights

A person who is not a Party has no right under the Contracts (Rights ofThird Parties) Act 1999 to enforce or to enjoy the benefit of any term of thisAgreement.

9

----

**SECTION 2THE FACILITY**

**2**                                      THE FACILITY

**2.1**                            The Facility

Subject to the terms of this Agreement, the Lenders make available tothe Borrower a term loan facility in Dollars in an aggregate amount equal tothe Commitment.

**2.2**                            Finance Parties’ rights and obligations

(a)                               Theobligations of each Finance Party under the Finance Documents are several.Failure by a Finance Party to perform its obligations under the FinanceDocuments does not affect the obligations of any other Party under the FinanceDocuments. No Finance Party is responsible for the obligations of any otherFinance Party under the Finance Documents.

(b)                              Therights of each Finance Party under or in connection with the Finance Documentsare separate and independent rights and any debt arising under the FinanceDocuments to a Finance Party from the Borrower shall be a separate andindependent debt.

(c)                               AFinance Party may, except as otherwise stated in the Finance Documents,separately enforce its rights under the Finance Documents.

**3**                                      PURPOSE

**3.1**                            Purpose

The Borrower shall apply all amounts borrowed by it under the Facilitytowards its general corporate purposes, including towards the financing ofacquisitions by any member of the Group.

**3.2**                            Monitoring

No Finance Party is bound to monitor or verify the application of anyamount borrowed pursuant to this Agreement.

**4**                                      CONDITIONS OF UTILISATION

**4.1**                            Initial conditions precedent

The Borrower may not deliver the first Utilisation Request unless theAgent has received all of the documents and other evidence listed in Schedule 1(*Conditions precedent*) in formand substance satisfactory to the Agent. The Agent shall notify the Borrowerand the Lenders promptly upon being so satisfied.

10

----

**4.2**                            Further conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (*Lenders’ participation*) if on the date ofthe Utilisation Request and on the proposed Utilisation Date:

(i)                                   noDefault is continuing or would result from the proposed Loan; and

(ii)                                theRepeating Representations are true in all material respects.

11

----

**SECTION 3UTILISATION**

**5**                                      UTILISATION

**5.1**                            Delivery of a Utilisation Request

The Borrower may utilise the Facility by delivery to the Agent of aduly completed Utilisation Request not later than 10:00 a.m. on the day falling3 Business Days before the proposed Utilisation Date (or, in relation to thefirst Utilisation Request, not later than 10:00 a.m. on the day falling 1Business Day before the proposed Utilisation Date).

**5.2**                            Completion of a Utilisation Request

(a)                               EachUtilisation Request is irrevocable and will not be regarded as having been dulycompleted unless:

(i)                                   theproposed Utilisation Date is a Business Day within the Availability Period;

(ii)                                thecurrency and amount of the Utilisation comply with Clause 5.3 (*Currency and amount*); and

(iii)                             it specifies the accountand bank to which the proceeds of the Utilisation are to be credited.

(b)                              Onlyone Loan may be requested in each Utilisation Request.

**5.3**                            Currency and amount

(a)                               Thecurrency specified in a Utilisation Request must be Dollars.

(b)                              Theamount of the proposed Loan must be:

(i)                                   aminimum of $50,000,000 or, if less, the Available Facility; or

(ii)                                inany event such that it is less than or equal to the Available Facility.

**5.4**                            Lenders’ participation

(a)                               Ifthe conditions set out in this Agreement have been met, each Lender shall makeits participation in each Loan available by the Utilisation Date through itsFacility Office.

(b)                              Theamount of each Lender’s participation in each Loan will be equal to the proportionborne by its Available Commitment to the Available Facility immediately priorto making the Loan.

(c)                               TheAgent shall notify each Lender of the amount of each Loan and the amount of itsparticipation in that Loan not later than 5:00 p.m. on the day falling 3Business Days before the relevant Utilisation Date (or, in relation to thefirst Loan, not later than 11:00 a.m. on the day falling 1 Business Daybefore the first Utilisation Date).

12

----

**SECTION 4REPAYMENT, PREPAYMENT AND CANCELLATION**

**6**                                      REPAYMENT

(a)                               TheBorrower shall repay the Loans in two equal instalments, by paying on each of (i) thedate falling 5 Months after the first Utilisation Date and (ii) the FinalMaturity Date an amount equal to one half of the amount of the Loansoutstanding at the close of business on the last day of the Availability Periodfor the Facility.

(b)                              TheBorrower may not reborrow any part of the Facility which is repaid.

**7**                                      PREPAYMENT AND CANCELLATION

**7.1**                            Illegality

If it becomes unlawful in any applicable jurisdiction for a Lender toperform any of its obligations as contemplated by this Agreement or to fund ormaintain its participation in any Loan:

(a)                                thatLender shall promptly notify the Agent upon becoming aware of that event;

(b)                               uponthe Agent notifying the Borrower, the Commitment of that Lender will beimmediately cancelled; and

(c)                                theBorrower shall repay that Lender’s participation in the Loans on the last dayof the Interest Period for each Loan occurring after the Agent has notified theBorrower or, if earlier, the date specified by the Lender in the noticedelivered to the Agent (being no earlier than the last day of any applicablegrace period permitted by law).

**7.2**                            Voluntary cancellation

The Borrower may, if it gives the Agent not less than 10 Business Days’(or such shorter period as the Majority Lenders may agree) prior writtennotice, cancel the whole or any part (being a minimum amount of $10,000,000) ofthe Available Facility. Any cancellation under this Clause 7.2 shall reduce theCommitments of the Lenders rateably under the Facility.

**7.3**                            Voluntary prepayment of Loans

(a)                               TheBorrower may, if it gives the Agent not less than 10 Business Days’ (or suchshorter period as the Majority Lenders may agree) prior written notice, prepaythe whole or any part of any Loan (but, if in part, being an amount thatreduces the Loan by a minimum amount of $10,000,000).

(b)                              ALoan may only be prepaid after the last day of the Availability Period (or, ifearlier, the day on which the Available Facility is zero).

(c)                               Eachprepayment shall be applied in satisfaction of the Borrower’s obligations underClause 6 (*Repayment*) in theinverse order of maturity of the Loans (or, at the option of the Borrower, *pro rata* to the remaining principalinstalments thereof).

13

----

**7.4**                            Mandatory Prepayment — Change of Control

(a)                               Inthis Clause 7.4, “**Change of Control**”means any of the following events or circumstances:

(i)                                   theParent ceases to be the legal and beneficial owner of not less than 99% of theissued shares of the Borrower or ceases to own or control of not less than 99%of the voting interests of the share capital of the Borrower; or

(ii)                                anyperson or group of persons acting in concert or under an express or impliedagreement or understanding, directly or through one or more intermediaries,shall (x) acquire ultimate beneficial or legal ownership of, or controlover, more than 50% of the issued shares of the Parent; (y) acquireownership of or control over more than 50% of the voting interests in the sharecapital of the Parent; or (z) obtain the power (whether or not exercised)to elect not less than half of the directors of the Parent; (provided, however,that any acquisition by Sistema JSFC or any of its Subsidiaries that results inthe 50% threshold in paragraphs (x) and (y) above being exceeded, orin the power referred to in paragraph (z) above being obtained, will notbe a Change of Control).

(b)                              Ifthere is a Change of Control:

(i)                                   theBorrower shall, or (if applicable) shall procure that the Parent shall,promptly notify each Lender (through the Agent) upon the Borrower or (ifapplicable) the Parent becoming aware of that event;

(ii)                                theBorrower may not make a Utilisation; and

(iii)                             if any Lender (in its solediscretion) so requires, it may, within 5 Business Days of its receipt of thenotification under sub-clause (i) above, direct the Agent to send a noticeto the Borrower requiring the Borrower to repay that Lender’s participations inthe Loans (together with accrued interest) in full on the day (the “**Early Repayment Date**”) falling 30 daysafter the date of the notification under sub-clause (i) above. Before theEarly Repayment Date, the Lender and the Borrower shall consult with each otherfor a period of 5 Business Days with respect to the transfer of that Lender’srights and obligations under this Agreement to another reputable internationalbank or financial institution nominated by the Borrower (but which is not anAffiliate of the Borrower) in accordance with Clause 22.5 (*Procedure for transfer*). If no suchtransfer has been effected on or before the Early Repayment Date, then (x) theBorrower shall repay that Lender’s participations in the Loans (together withaccrued interest) in full on the Early Repayment Date and (y) theCommitments of that Lender shall be reduced to zero on that date.

**7.5**                            Right of repayment and cancellation inrelation to a single Lender

If:

(a)                                anysum payable to any Lender by the Borrower is required to be increased underparagraph (c) of Clause 12.2 (*Taxgross-up*); or

(b)                               anyLender claims indemnification from the Borrower under Clause 12.3 (*Tax indemnity*) or Clause 13 (*Increased Costs*),

the Borrower may, whilst the circumstance giving rise to therequirement or indemnification continues, give the Agent notice of cancellationof the Commitments of that Lender and its intention to procure the repayment ofthat Lender’s participation in the Loans on the last day of the Interest Periodending after the date of such notice (or, if earlier, on such other date as 

14

----

specified by the Borrower in that notice) (the “**Cancellation Date**”). Before theCancellation Date, the Lender and the Borrower shall consult with each otherfor a period of 5 Business Days with respect to the transfer of that Lender’srights and obligations under this Agreement to another reputable internationalbank or financial institution nominated by the Borrower (but which is not anAffiliate of the Borrower) in accordance with Clause 22.5 (*Procedure for transfer*). If no suchtransfer has been effected on or before the Cancellation Date, then (x) theBorrower shall repay that Lender’s participations in the Loans (together withaccrued interest) in full on the Cancellation Date and (y) the Commitmentsof that Lender shall be reduced to zero on that date.

**7.6**                            Restrictions

(a)                               Anynotice of cancellation or prepayment given by any Party under this Clause 7shall be irrevocable and, unless a contrary indication appears in thisAgreement, shall specify the date or dates upon which the relevant cancellationor prepayment is to be made and the amount of that cancellation or prepayment.

(b)                              Anyprepayment under this Agreement shall be made together with accrued interest onthe amount prepaid and, subject to any Break Costs, without premium or penalty.

(c)                               TheBorrower may not reborrow any part of the Facility which is prepaid.

(d)                              TheBorrower shall not repay or prepay all or any part of the Loans or cancel allor any part of the Commitments except at the times and in the manner expresslyprovided for in this Agreement.

(e)                               Noamount of the Total Commitments cancelled under this Agreement may besubsequently reinstated.

(f)                                 Ifthe Agent receives a notice under this Clause 7 it shall promptly forward acopy of that notice to either the Borrower or the affected Lender, asappropriate.

15

----

 

**SECTION 5COSTS OF UTILISATION**

**8**                                      INTEREST

**8.1**                            Calculation of interest

The rate of interest on each Loan for each Interest Period is thepercentage rate per annum which is the aggregate of the applicable:

(a)                                Margin;

(b)                               LIBOR;and

(c)                                MandatoryCost, if any.

**8.2**                            Payment of interest

The Borrower shall pay accrued interest on each Loan on the last day ofeach Interest Period (and, if the Interest Period is longer than 6 Months, onthe date falling at six monthly intervals after the first day of the InterestPeriod).

**8.3**                            Default interest

(a)                               Ifthe Borrower fails to pay any amount payable by it under a Finance Document onits due date, interest shall accrue on the overdue amount from the due date upto the date of actual payment (both before and after judgment) at a rate which,subject to paragraph (b) below, is the sum of 2 per cent. and the ratewhich would have been payable if the overdue amount had, during the period ofnon-payment, constituted a Loan in the currency of the overdue amount forsuccessive Interest Periods, each of a duration selected by the Agent (actingreasonably). Any interest accruing under this Clause 8.3 shall be immediatelypayable by the Borrower on demand by the Agent.

(b)                              Ifany overdue amount consists of all or part of a Loan which became due on a daywhich was not the last day of an Interest Period relating to that Loan:

(i)                                   thefirst Interest Period for that overdue amount shall have a duration equal tothe unexpired portion of the current Interest Period relating to that Loan; and

(ii)                                therate of interest applying to the overdue amount during that first InterestPeriod shall be the sum of 2 per cent. and the rate which would have applied ifthe overdue amount had not become due.

(c)                               Defaultinterest (if unpaid) arising on an overdue amount will be compounded with theoverdue amount at the end of each Interest Period applicable to that overdueamount but will remain immediately due and payable.

**8.4**                            Notification of rates of interest

The Agent shall promptly notify the Lenders and the Borrower of thedetermination of a rate of interest under this Agreement.

16

----

 

**9**                                      INTEREST PERIODS

**9.1**                            Duration of Interest Periods

(a)                               Saveas otherwise provided herein, each Interest Period shall have a duration of 1Month and shall commence on the day on which the preceding Interest Periodexpires.

(b)                              EachInterest Period shall begin on the Utilisation Date for that Loan or (after thefirst Interest Period of the relevant Utilisation) at the end of the last dayof its preceding Interest Period, and end on the last day of the InterestPeriod applicable to that Loan.

(c)                               AnInterest Period for a Loan shall not extend beyond the Final Maturity Date.

(d)                              Priorto the Syndication Date each Interest Period shall have a duration of 1 Monthor such other duration as is necessary to ensure that such Interest Periodshall end on the Syndication Date.

**9.2**                            Non-Business Days

If an Interest Period would otherwise end on a day which is not aBusiness Day, that Interest Period will instead end on the next Business Day inthat calendar month (if there is one) or the preceding Business Day (if thereis not).

**10**                               CHANGES TO THE CALCULATION OF INTEREST

**10.1**                     Absence of quotations

Subject to Clause 10.2 (*Marketdisruption*), if LIBOR is to be determined by reference to theReference Banks but a Reference Bank does not supply a quotation by 11:00 a.m.on the Quotation Day, the applicable LIBOR shall be determined on the basis ofthe quotations of the remaining Reference Banks.

**10.2**                     Market disruption

(a)                               Ifa Market Disruption Event occurs in relation to a Loan for any Interest Period,then the rate of interest on each Lender’s share of that Loan for the InterestPeriod shall be the rate per annum which is the sum of:

(i)                                   theMargin;

(ii)                                therate notified to the Agent by that Lender as soon as practicable and in anyevent before interest is due to be paid in respect of that Interest Period, tobe that which expresses as a percentage rate per annum the cost to that Lenderof funding its participation in that Loan from whatever source it mayreasonably select; and

(iii)                             the Mandatory Cost, ifany, applicable to that Lender’s participation in the Loan.

(b)                              Inthis Agreement “**Market Disruption Event**”means:

(i)                                   ator about noon on the Quotation Day for the relevant Interest Period the ScreenRate is not available and none or only one of the Reference Banks supplies arate to the Agent to determine LIBOR for Dollars for the relevant InterestPeriod; or

(ii)                                beforeclose of business in London on the Quotation Day for the relevant InterestPeriod, the Agent receives notifications from a Lender or Lenders (whoseparticipations in a 

17

----

                                              Loanexceed 35 per cent. of that Loan) that the cost to it of obtaining matchingdeposits in the London interbank market would be in excess of LIBOR.

**10.3**                     Alternative basis of interest or funding

(a)                               Ifa Market Disruption Event occurs and the Agent or the Borrower so requires, theAgent and the Borrower shall enter into negotiations (for a period of not morethan 30 days) with a view to agreeing a substitute basis for determining therate of interest.

(b)                              Anyalternative basis agreed pursuant to paragraph (a) above shall, with theprior consent of all the Lenders and the Borrower, be binding on all Parties.

**10.4**                     Break Costs

(a)                               TheBorrower shall, within three Business Days of demand by a Finance Party, pay tothat Finance Party its Break Costs attributable to all or any part of a Loan orUnpaid Sum being paid by the Borrower on a day other than the last day of anInterest Period for that Loan or Unpaid Sum.

(b)                              EachLender shall, as soon as reasonably practicable after a demand by the Agent,provide a certificate confirming the amount of its Break Costs for any InterestPeriod in which they accrue.

**11**                                ARRANGEMENT FEE

The Borrower shall pay to the Mandated Lead Arranger an arrangement feein the amount and at the times agreed in the Fee Letter.

18

----

**SECTION 6ADDITIONAL PAYMENT OBLIGATIONS**

**12**                               TAX GROSS-UP AND INDEMNITIES

**12.1**                     Definitions

(a)                               Inthis Agreement:

“**Protected Party**” means aFinance Party which is or will be subject to any liability, or required to makeany payment, for or on account of Tax in relation to a sum received orreceivable (or any sum deemed for the purposes of Tax to be received orreceivable) under a Finance Document.

“**Qualifying Lender**” meansany Lender which is situated for tax purposes in Luxembourg or which is aTreaty Lender.

“**Tax Credit**” means acredit against, relief or remission for, or repayment of any Tax.

“**Tax Deduction**” means adeduction or withholding for or on account of Tax from a payment under aFinance Document.

“**Tax Payment**” means anincreased payment made by the Borrower to a Finance Party underClause 12.2 (*Tax gross-up*)or a payment under Clause 12.3 (*Taxindemnity*).

“**Treaty Lender**” means, inrespect of a jurisdiction, a Lender entitled under the provisions of a doubletaxation treaty to receive payments of interest from a person resident in thatjurisdiction without a Tax Deduction (subject to the completion of anynecessary procedural formalities).

(b)                              Unlessa contrary indication appears, in this Clause 12 a reference to “**determines**” or “**determined**” means a determination made in the absolutediscretion of the person making the determination.

**12.2**                     Tax gross-up

(a)                               TheBorrower shall make all payments to be made by it without any Tax Deduction,unless a Tax Deduction is required by law.

(b)                              TheBorrower shall promptly upon becoming aware that it must make a Tax Deduction(or that there is any change in the rate or the basis of a Tax Deduction)notify the Agent accordingly. Similarly, a Lender shall notify the Agent onbecoming so aware in respect of a payment payable to that Lender. If the Agentreceives such notification from a Lender, it shall notify the Borrower.

(c)                               Subjectto paragraph (d) below, if a Tax Deduction is required by law to be madeby the Borrower, the amount of the payment due from the Borrower shall beincreased to an amount which (after making any Tax Deduction) leaves an amountequal to the payment which would have been due if no Tax Deduction had beenrequired.

(d)                              TheBorrower is not required to make an increased payment to a Lender underparagraph (c) above if, on the date on which the payment falls due, theBorrower could have made such a payment to that Lender without a Tax Deductionif that Lender was a Qualifying Lender, but on that date that Lender is not, orhas ceased to be, a Qualifying Lender (other than as a result of any changeafter the date it became a Lender under this Agreement in (or in theinterpretation, 

19

----

                                             administration,or application of) any law or treaty, or any published practice or concessionof any relevant taxing authority).

(e)                               Ifthe Borrower is required to make a Tax Deduction, it shall make that TaxDeduction and any payment required in connection with that Tax Deduction withinthe time allowed and in the minimum amount required by law.

(f)                                 Within30 days of making either a Tax Deduction or any payment required in connectionwith that Tax Deduction, the Borrower shall deliver to the Agent for theFinance Party entitled to the payment an original receipt (or certified copythereof) demonstrating that the Tax Deduction has been made or (as applicable)any appropriate payment paid to the relevant taxing authority.

**12.3**                     Tax indemnity

(a)                               TheBorrower shall (within three Business Days of demand by the Agent) pay to aProtected Party an amount equal to the loss, liability or cost which thatProtected Party determines has been suffered for or on account of Tax by thatProtected Party in respect of a Finance Document.

(b)                              Paragraph(a) above shall not apply:

(i)                                   withrespect to any Tax assessed on a Finance Party:

(A)                           underthe law of the jurisdiction in which that Finance Party is incorporated or, ifdifferent, the jurisdiction (or jurisdictions) in which that Finance Party istreated as resident for tax purposes; or

(B)                             underthe law of the jurisdiction in which that Finance Party’s Facility Office islocated in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net incomereceived or receivable (but not any sum deemed to be received or receivable) bythat Finance Party; or

(ii)                                tothe extent a loss, liability or cost:

(A)                           iscompensated for by an increased payment under Clause 12.2 (*Tax gross-up*); or

(B)                             wouldhave been compensated for by an increased payment under Clause 12.2 (*Tax gross-up*) but was not so compensatedsolely because one of the exclusions in paragraph (d) of Clause 12.2(*Tax gross-up*) applied.

(c)                               AProtected Party making, or intending to make, a claim under paragraph (a) aboveshall promptly notify the Agent of the event which will give, or has given,rise to the claim, following which the Agent shall notify the Borrower.

(d)                              AProtected Party shall, on receiving a payment from the Borrower under thisClause 12.3, notify the Agent.

**12.4**                     Tax Credit

If the Borrower makes a Tax Payment and the relevant Finance Partydetermines that:

(a)                                aTax Credit is attributable to that Tax Payment; and

(b)                               thatFinance Party has obtained, utilised and retained that Tax Credit,

20

----

the Finance Party shall pay promptly an amount to the Borrower whichthat Finance Party determines will leave the Finance Party (after that payment)in the same after-Tax position as it would have been in had the Tax Payment notbeen made by the Borrower.

**12.5**                     Stamp taxes

The Borrower shall pay and, within three Business Days of demand,indemnify each Finance Party against any cost, loss or liability that FinanceParty incurs in relation to all stamp duty, registration and other similarTaxes payable in respect of any Finance Document.

**12.6**                     Value added tax

(a)                               Allconsideration expressed to be payable under a Finance Document by any Party toa Finance Party shall be deemed to be exclusive of any VAT. If VAT ischargeable on such consideration, that Party shall pay to the Finance Party (ordirectly to the appropriate tax authority, if so required by law) (in additionto and at the same time as paying the consideration) an amount equal to theamount of the VAT.

(b)                              Wherea Finance Document requires any Party to reimburse a Finance Party for anycosts or expenses, that Party shall also at the same time pay and indemnify theFinance Party against all VAT incurred by the Finance Party in respect of thecosts or expenses to the extent that the Finance Party reasonably determinesthat neither it nor any other member of the group of which it is a member forVAT purposes is entitled to credit or repayment from the relevant tax authorityin respect of the VAT.

**13**                               INCREASED COSTS

**13.1**                     Increased costs

(a)                               Subjectto Clause 13.3 (*Exceptions*) theBorrower shall, within three Business Days of a demand by the Agent, pay forthe account of a Finance Party the amount of any Increased Costs incurred bythat Finance Party or any of its Affiliates as a result of (i) theintroduction of or any change in (or in the interpretation, administration orapplication of) any law or regulation or (ii) compliance with any law orregulation made after the Signing Date.

(b)                              Inthis Agreement “**Increased Costs**”means:

(i)                                   areduction in the rate of return from the Facility or on a Finance Party’s (orits Affiliate’s) overall capital;

(ii)                                anadditional or increased cost; or

(iii)                             a reduction of any amountdue and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliatesto the extent that it is attributable to that Finance Party having entered intoits Commitment or funding or performing its obligations under any FinanceDocument.

**13.2**                     Increased cost claims

(a)                               AFinance Party intending to make a claim pursuant to Clause 13.1 (*Increased costs*) shall notify the Agent ofthe event giving rise to the claim, following which the Agent shall promptlynotify the Borrower.

21

----

(b)                              EachFinance Party shall, as soon as practicable after a demand by the Agent,provide a certificate confirming the amount of its Increased Costs.

**13.3**                     Exceptions

(a)                               Clause13.1 (*Increased costs*) does notapply to the extent any Increased Cost is:

(i)                                   attributableto a Tax Deduction required by law to be made by the Borrower;

(ii)                                compensatedfor by Clause 12.3 (*Tax indemnity*)(or would have been compensated for under Clause 12.3 (*Tax indemnity*) but was not so compensatedsolely because any of the exclusions in paragraph (b) of Clause 12.3 (*Tax indemnity*) applied);

(iii)                             compensated for by thepayment of the Mandatory Cost; or

(iv)                            attributableto the wilful breach by the relevant Finance Party or its Affiliates of any lawor regulation.

(b)                              Inthis Clause 13.3, a reference to a “**TaxDeduction**” has the same meaning given to the term in Clause 12.1 (*Definitions*).

**14**                               OTHER INDEMNITIES

**14.1**                     Currency indemnity

(a)                               Ifany sum due from the Borrower under the Finance Documents (a “**Sum**”), or any order, judgment or awardgiven or made in relation to a Sum, has to be converted from the currency (the “**First Currency**”) in which that Sum ispayable into another currency (the “**SecondCurrency**”) for the purpose of:

(i)                                   makingor filing a claim or proof against the Borrower;

(ii)                                obtainingor enforcing an order, judgment or award in relation to any litigation orarbitration proceedings,

the Borrower shall as an independent obligation, within three BusinessDays of demand, indemnify each Finance Party to whom that Sum is due againstany cost, loss or liability arising out of or as a result of the conversionincluding any discrepancy between (A) the rate of exchange used to convertthat Sum from the First Currency into the Second Currency and (B) the rateor rates of exchange available to that person at the time of its receipt ofthat Sum.

(b)                              TheBorrower waives any right it may have in any jurisdiction to pay any amountunder the Finance Documents in a currency or currency unit other than that inwhich it is expressed to be payable.

**14.2**                     Other indemnities

The Borrower shall, within three Business Days of demand, indemnifyeach Finance Party against any cost, loss or liability incurred by that FinanceParty as a result of:

(a)                                theoccurrence of any Event of Default;

(b)                               afailure by the Borrower to pay any amount due under a Finance Document on itsdue date, including without limitation, any cost, loss or liability arising asa result of Clause 26 (*Sharing among theFinance Parties*);

22

----

(c)                                funding,or making arrangements to fund, its participation in a Loan requested by theBorrower in a Utilisation Request but not made by reason of the operation ofany one or more of the provisions of this Agreement (other than by reason ofdefault or negligence by that Finance Party alone); or

(d)                               aLoan (or part of a Loan) not being prepaid in accordance with a notice ofprepayment given by the Borrower.

**14.3**                     Indemnity to the Agent

The Borrower shall promptly indemnify the Agent against any cost, lossor liability incurred by the Agent (acting reasonably) as a result of:

(a)                                investigatingany event which it reasonably believes is a Default; or

(b)                               actingor relying on any notice, request or instruction which it reasonably believesto be genuine, correct and appropriately authorised.

**15**                               MITIGATION BY THE LENDERS

**15.1**                     Mitigation

(a)                               EachFinance Party shall, in consultation with the Borrower, take all reasonablesteps to mitigate any circumstances which arise and which would result in anyamount becoming payable under or pursuant to, or cancelled pursuant to, any ofClause 7.1 (*Illegality*), Clause12 (*Tax gross-up and indemnities*)or Clause 13.1 (*Increased costs*)including (but not limited to) transferring its rights and obligations underthe Finance Documents to another Affiliate or Facility Office.

(b)                              Paragraph(a) above does not in any way limit the obligations of the Borrower underthe Finance Documents.

**15.2**                     Limitation of liability

(a)                               TheBorrower shall indemnify each Finance Party for all costs and expensesreasonably incurred by that Finance Party as a result of steps taken by itunder Clause 15.1 (*Mitigation*).

(b)                              AFinance Party is not obliged to take any steps under Clause 15.1 (*Mitigation*) if, in the opinion of thatFinance Party (acting reasonably), to do so might be prejudicial to it.

**16**                               COSTS AND EXPENSES

**16.1**                     Transaction expenses

The Borrower shall promptly on demand pay the Agent and the MandatedLead Arranger the amount of all reasonable out-of-pocket costs and legalexpenses incurred by any of them in connection with the negotiation,preparation, execution and syndication of:

(a)                                thisAgreement and any other documents referred to in this Agreement; and

(b)                               anyother Finance Documents executed after the date of this Agreement,

subject, in each case, to the cap on such amounts agreed between theMandated Lead Arranger and the Borrower.

23

----

**16.2**                     Amendment costs

If (a) any Obligor requests an amendment, waiver or consent or (b) anamendment is required pursuant to Clause 27.9 (*Changeof currency*), the Borrower shall, within three Business Days ofdemand, reimburse the Agent for the amount of all costs and expenses (includinglegal fees) reasonably incurred by the Agent in responding to, evaluating,negotiating or complying with that request or requirement.

**16.3**                     Enforcement costs

The Borrower shall, within three Business Days of demand, pay to eachFinance Party the amount of all costs and expenses (including legal fees)incurred by that Finance Party in connection with the enforcement of, or thepreservation of any rights under, any Finance Document.

24

----

**SECTION 7REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT**

**17**                               REPRESENTATIONS

The Borrower makes the representations and warranties set out in thisClause 17 to each Finance Party on the date of this Agreement.

**17.1**                     Status

(a)                               Itis a *société anonyme*, dulyestablished, registered and validly existing under the laws of Luxembourg.

(b)                              EachObligor and each Significant Subsidiary has the power to own its assets andcarry on its business as it is being conducted.

**17.2**                     Binding obligations

The obligations expressed to be assumed by it in each Finance Documentare legal, valid, binding and enforceable obligations, subject to insolvencyand other laws affecting creditors’ rights generally and principles of equity.

**17.3**                     Non-conflict with other obligations

The entry into and performance by it of, and the transactionscontemplated by, the Finance Documents do not and will not conflict with:

(a)                                anylaw or regulation applicable to it;

(b)                               itsor any member of the Group’s constitutional documents; or

(c)                                anyagreement or instrument binding upon it or any member of the Group or anymember of the Group’s assets.

**17.4**                     Power and authority

Each Obligor has the power to enter into, perform and deliver, and hastaken all necessary action to authorise its entry into, performance anddelivery of, the Finance Documents and the transactions contemplated by thoseFinance Documents.

**17.5**                     Validity and admissibility in evidence

All Authorisations required:

(a)                                toenable each Obligor lawfully to enter into, exercise its rights and comply withits obligations in the Finance Documents;

(b)                               foreach Obligor and each Significant Subsidiary to carry on its and theirbusiness; and

(c)                                tomake the Finance Documents to which each Obligor is a party admissible inevidence in its jurisdiction of incorporation,

25

----

have been obtained or effected and are in full force and effect(except, in relation to paragraph (b) above, where the failure to obtainsuch Authorisations (excluding any Telecommunications Authorisations) is notreasonably likely to have a Material Adverse Effect).

**17.6**                     Governing law and enforcement

(a)                               Thechoice of English law as the governing law of the Finance Documents will berecognised and enforced in its jurisdiction of incorporation.

(b)                              Anyarbitration award obtained in England in relation to a Finance Document will berecognised and enforced in its jurisdiction of incorporation in accordance withthe 1958 New York Convention on Recognition and Enforcement of Foreign ArbitralAwards.

**17.7**                     No bankruptcy proceedings

Neither the Borrower, the Parent nor any Significant Subsidiary hastaken any corporate action nor have any other steps been taken or legalproceedings been started or, to the best of its knowledge and belief (after dueinquiry), threatened against any Obligor or any Significant Subsidiary for:

(a)                                itsliquidation, winding-up, insolvency, dissolution, administration,reorganisation or bankruptcy or the appointment of a liquidation commission (*likvidatsionnaya komissiya*) or a similarofficer of any Obligor or any Significant Subsidiary;

(b)                               thesuspension of payments, a moratorium of any indebtedness, judicial management,receivership, provisional supervision, a “*concordatpréventif de faillite*” or a “*gestioncontrôlée*” institution of supervision (*nablyudeniye*), financial rehabilitation (*finansovoe ozdorovlenie*), externalmanagement (*vneshniy upravlayucshiy*)or the appointment of a bankruptcy manager (*konkursniyupravlayuschiy*) or similar officer of any Obligor or any SignificantSubsidiary;

(c)                                acomposition, assignment or arrangement with any creditor of any Obligor or anySignificant Subsidiary or the convening of a meeting of creditors for thepurposes of considering an amicable settlement (as defined in the RussianInsolvency Law);

(d)                               theappointment of a liquidator, judicial manager, receiver and/or manager,administrator, administrative receiver, compulsory manager, provisionalsupervisor, supervisor or other similar officer in respect of any Obligor orany Significant Subsidiary; or

(e)                                anyanalogous act in respect of any Obligor or any Significant Subsidiary in anyjurisdiction.

**17.8**                     Deduction of Tax

It is not required under the law of its jurisdiction of incorporationto make any deduction for or on account of Tax from any payment it may makeunder any Finance Document to a Qualifying Lender.

**17.9**                     No filing or stamp taxes

Under the law of its jurisdiction of incorporation it is not necessarythat the Finance Documents be filed, recorded or enrolled with any court orother authority in that jurisdiction or that any stamp, registration or similartax be paid on or in relation to the Finance Documents or the 

26

----

transactions contemplated by the Finance Documents, except for courtregistration fees in connection with any enforcement proceedings in such court.

**17.10**              Payment of Taxes

Neither any Obligor nor any Significant Subsidiary has overdue taxliabilities, other than tax liabilities (a) whose amount, applicability orvalidity is being contested in good faith by appropriate proceedings and forwhich adequate reserves or other appropriate provision has been made or (b) whoseamount, together with all such other unpaid or undischarged taxes, does not inaggregate exceed $25,000,000 (or its equivalent in any other currency orcurrencies).

**17.11**               No default

(a)                               NoDefault or Event of Default is continuing or might reasonably be expected toresult from the making of any Utilisation.

(b)                              Noevent or circumstance is outstanding which constitutes a default under anyother agreement or instrument which is binding on it or any other member of theGroup or to which its (or any other member of the Group’s) assets are subjectwhich is reasonably likely to have a Material Adverse Effect.

**17.12**              Financial statements

(a)                               TheOriginal Financial Statements were prepared in accordance with GAAPconsistently applied.

(b)                              TheBorrower Audited Original Financial Statements fairly represent the Borrower’sfinancial condition and operations as at the end of and for the relevantfinancial year.

(c)                               TheParent Audited Original Financial Statements fairly represent the Parent’s andthe Group’s consolidated, financial condition and operations as at the end ofand for the relevant financial year.

(d)                              Therehas been no material adverse change in its business or financial condition (orthe business or consolidated financial condition of the Group) since the dateof the Parent Audited Original Financial Statements.

**17.13**              *Pari passu* ranking

Its payment obligations under the Finance Documents rank at least *pari passu* with the claims of all itsother unsecured and unsubordinated creditors, except for obligationsmandatorily preferred by law applying to companies generally.

**17.14**              No proceedings pending or threatened

Other than the UMC Litigation, no litigation, arbitration oradministrative proceedings of or before any court, arbitral body or agency(including but not limited to, investigative proceedings) have, to the best ofits knowledge and belief (after due inquiry), been started or threatenedagainst any Obligor or any Significant Subsidiary which, if adverselydetermined would be reasonably likely to have a Material Adverse Effect.

27

----

**17.15**              Environmental laws and licences

Except as disclosed in writing to the Agent before the date hereof,each member of the Group has:

(a)                                compliedwith all Environmental Laws to which it may be subject;

(b)                               obtainedall Environmental Licences required in connection with its business; and

(c)                                compliedwith the terms of those Environmental Licences,

in each case where failure to do so would be reasonably likely to havea Material Adverse Effect.

**17.16**              Telecommunications laws and licences

(a)                               Eachof the Borrower, the Parent and the Significant Subsidiaries has:

(i)                                   compliedin all material respects with all Telecommunications Laws to which it may besubject;

(ii)                                obtainedall material Telecommunications Authorisations necessary to conduct itsbusiness; and

(iii)                             complied in all materialrespects with the terms of those Telecommunication Authorisations,

in each case other than where failure to do so would not reasonably beexpected to have a Material Adverse Effect.

(b)                              Therehas been no act, omission or event which might reasonably be expected to giverise to the material amendment, revocation, suspension, cancellation,withdrawal or termination of any provision of any TelecommunicationsAuthorisation. To the best of its knowledge and belief (after due inquiry), noTelecommunications Authorisation is the subject of any pending or threatenedproceedings which, if adversely determined, would reasonably be expected tohave a Material Adverse Effect.

**17.17**              Compliance with laws

Each of the Borrower, the Parent and the Significant Subsidiaries isconducting its business and operations in compliance with all laws andregulations and all directives of any government agency having legal forceapplicable or relevant to it, excluding any such non-compliance which would notreasonably be expected to have a Material Adverse Effect.

**17.18**              No Immunity

(a)                               Theexecution by the Borrower of the Finance Documents constitutes, and itsexercise of its rights and performance of its obligations thereunder willconstitute, private and commercial activities done and performed for privateand commercial purposes (rather than public and governmental purposes).

(b)                              Inany proceedings taken in the Russian Federation in relation to the FinanceDocuments, the Borrower will not be entitled to claim for itself or any of itsassets immunity from suit, execution, attachment or other legal process.

28

----

**17.19**              Repetition

The Repeating Representations are deemed to be made by the Borrower byreference to the facts and circumstances then existing on the date of eachUtilisation Request and the first day of each Interest Period (provided thatwhenever the representation in paragraph (c) of Clause 17.3 is deemed tobe made on a date other than the Signing Date or a Utilisation Date, thestatement “except where the same would not be reasonably likely to have aMaterial Adverse Effect” shall qualify the representation in said paragraph(c)).

**18**                               INFORMATION UNDERTAKINGS

The undertakings in this Clause 18 remain in force from the date ofthis Agreement for so long as any amount is outstanding under the FinanceDocuments or any Commitment is in force.

**18.1**                     Financial statements

The Borrower shall supply (or, where applicable, shall procure that theParent shall supply) to the Agent in sufficient copies for all the Lenders:

(a)                                assoon as the same become available, but in any event within 90 days after theend of each of its financial years:

(i)                                  itsaudited financial statements for that financial year; and

(ii)                               theaudited consolidated and non-consolidated financial statements of the Parent forthat financial year; and

(b)                               assoon as the same become available, but in any event within 60 days after theend of each of its first, second and third financial quarters and within 90days of its fourth financial quarter:

(i)                                  itsunaudited financial statements for that financial quarter; and

(ii)                               theunaudited consolidated and non-consolidated financial statements of the Parentfor that financial quarter.

**18.2**                     Compliance Certificate

(a)                               TheBorrower shall supply to the Agent with each set of financial statementsdelivered pursuant to Clause 18.1 (*Financialstatements*), a Compliance Certificate setting out (in reasonabledetail) computations as to compliance with Clause 19 (*Financial Covenants*) as at the date as atwhich those financial statements were drawn up.

(b)                              EachCompliance Certificate shall be signed by an authorised officer of the Borrowerand, if required to be delivered with the financial statements deliveredpursuant to paragraph (a) of Clause 18.1 (*Financialstatements*), shall be reported on by the Borrower’s auditors in theform set out in Schedule 5 (*Form ofCompliance Certificate*).

**18.3**                     Requirements as to financial statements

(a)                               Eachset of financial statements delivered by the Borrower pursuant to Clause 18.1 (*Financial statements*) shall be certifiedby an authorised officer of the Borrower as fairly representing its (or, as thecase may be, its consolidated) financial condition and operations as at the endof and for the period in relation to which those financial statements weredrawn up.

29

----

(b)                              TheBorrower shall procure that each set of consolidated financial statementsdelivered pursuant to Clause 18.1 (*Financialstatements*) is prepared using GAAP****accounting practices and financial reference periods consistent withthose applied in the preparation of the Original Financial Statements unless,in relation to any set of financial statements, it notifies the Agent thatthere has been a change in GAAP, the accounting practices or reference periodsand its auditors deliver to the Agent:

(i)                                   adescription of any change necessary for those financial statements to reflectthe GAAP, accounting practices and reference periods upon which the OriginalFinancial Statements were prepared; and

(ii)                                sufficientinformation, in form and substance as may be reasonably required by the Agent,to enable the Lenders to determine whether Clause 19 (*Financial covenants*) has been compliedwith and make an accurate comparison between the financial position indicatedin those financial statements and that the Original Financial Statements.

(c)                               Anyreference in this Agreement to those financial statements shall be construed asa reference to those financial statements as adjusted to reflect the basis uponwhich the Original Financial Statements were prepared.

(d)                              TheBorrower shall procure that each set of non-consolidated financial statementsdelivered pursuant to Clause 18.1 (*Financialstatements*):

(i)                                   inrespect of the Parent, is prepared using RAS accounting practices and financialreference periods; and

(ii)                                inrespect of the Borrower, is prepared using IFRS accounting practices andfinancial reference periods.

**18.4**                     Information: miscellaneous

The Borrower shall supply, and shall procure that the Parent shallsupply, to the Agent (in sufficient copies for all the Lenders, if the Agent sorequests):

(a)                                alldocuments dispatched by the Borrower and the Parent to their respectiveshareholders (or any class of them) or their respective creditors generally atthe same time as they are dispatched;

(b)                               promptlyupon becoming aware of them, the details of any litigation, arbitration oradministrative proceedings which are current, threatened or pending against anymember of the Group, and which would, if adversely determined, be reasonablylikely to have a Material Adverse Effect;

(c)                                promptly,such information as may be reasonably requested by the Agent (includingrelevant figures from management accounts) to ascertain whether any Subsidiaryof the Parent falls within paragraph (e) of the definition of “SignificantSubsidiary”; and

(d)                               promptly,such further information regarding the financial condition, business andoperations of any member of the Group as any Finance Party (through the Agent)may reasonably request.

**18.5**                     Notification of Default

(a)                               TheBorrower shall notify the Agent of any Default (and the steps, if any, beingtaken to remedy it) promptly upon becoming aware of its occurrence.

30

----

(b)                              Promptlyupon a request by the Agent, the Borrower shall supply to the Agent acertificate signed by two of its directors or senior officers on its behalfcertifying that no Default is continuing (or if a Default is continuing,specifying the Default and the steps, if any, being taken to remedy it).

**18.6**                     Know your customer checks

(a)                               If:

(i)                                   theintroduction of or any change in (or in the interpretation, administration orapplication of) any law or regulation made after the date of this Agreement;

(ii)                                anychange in the status of the Borrower after the date of this Agreement; or

(iii)                             a proposed assignment ortransfer by a Lender of any of its rights and obligations under this Agreementto a party that is not a Lender prior to such assignment or transfer,

obliges the Agent or any Lender (or, in the case of paragraph (iii) above,any prospective new Lender) to comply with “know your customer” or similaridentification procedures in circumstances where the necessary information isnot already available to it, the Borrower shall promptly upon the request ofthe Agent or any Lender supply, or procure the supply of, such documentationand other evidence as is reasonably requested by the Agent (for itself or onbehalf of any Lender) or any Lender (for itself or, in the case of the eventdescribed in paragraph (iii) above, on behalf of any prospective newLender) in order for the Agent, such Lender or, in the case of the eventdescribed in paragraph (iii) above, any prospective new Lender to carryout and be satisfied it has complied with all necessary “know your customer” orother similar checks under all applicable laws and regulations pursuant to thetransactions contemplated in the Finance Documents.

(b)                              EachLender shall promptly upon the request of the Agent supply, or procure thesupply of, such documentation and other evidence as is reasonably requested bythe Agent (for itself) in order for the Agent to carry out and be satisfied ithas complied with all necessary “know your customer” or other similar checksunder all applicable laws and regulations pursuant to the transactionscontemplated in the Finance Documents.

**19**                               FINANCIAL COVENANTS

The financial undertakings in this Clause 19 shall remain in force fromthe Signing Date for so long as any amount is outstanding under the FinanceDocuments or any Commitment is in force.

**19.1**                     Financial condition

The Borrower shall ensure that:

(a)                                Theratio of Borrowings as at the end of any Relevant Period to EBITDA in respectof such Relevant Period will not exceed 3:1; and

(b)                               theratio of EBITDA to Interest Expense in respect of any Relevant Period will notbe less than 5:1.

31

----

**19.2**                     Financial covenant calculations

Borrowings, EBITDA and Interest Expense shall be calculated andinterpreted on a consolidated basis in accordance with the GAAP applicable tothe Parent Audited Original Financial Statements and shall be expressed inDollars.

**19.3**                     Definitions

In this Clause 19.3:

“**Borrowings**” means, as atany particular time, the aggregate outstanding principal, capital or nominalamount (and any fixed or minimum premium payable on prepayment or redemption)of the Financial Indebtedness of members of the Group (other than anyindebtedness referred to in paragraph (g) of the definition of FinancialIndebtedness and any guarantee or indemnity in respect of that indebtedness).

For this purpose, any amount outstanding or repayable in a currencyother than Dollars shall on that day be taken into account in its Dollarsequivalent at the rate of exchange that would have been used had an auditedconsolidated balance sheet of the Group been prepared as at that day inaccordance with the GAAP applicable to the Original Financial Statements of theBorrower.

“**EBITDA**” means, inrelation to any Relevant Period, the total consolidated operating profit of theGroup for that Relevant Period:

(a)                                beforetaking into account:

(i)                                  InterestExpense;

(ii)                               Tax;

(iii)                            any share of the profit ofany associated company or undertaking, except for dividends received in cash byany member of the Group; and

(iv)                           extraordinaryand exceptional items; and

(b)                               afteradding back all amounts provided for depreciation and amortisation for thatRelevant Period,

*multiplied by two*,

as determined (except as needed to reflect the terms of this Clause 19)from the financial statements of the Group and Compliance Certificatesdelivered under Clause 18.1 (*Financialstatements*) and Clause 18.2 (*ComplianceCertificate*).

“**Interest Expense**” means,in relation to any Relevant Period, the aggregate amount of interest and anyother finance charges (whether or not paid, payable or capitalised) accrued bythe Group in that Relevant Period in respect of Borrowings including:

(a)                                theinterest element of leasing and hire purchase payments;

(b)                               commitmentfees, commissions, arrangement fees and guarantee fees; and

(c)                                amountsin the nature of interest payable in respect of any shares other than equityshare capital,

adjusted (but without double counting) by:

32

----

(i)                                   addingback the net amount payable (or deducting the net amount receivable) by membersof the Group in respect of that Relevant Period under any interest or (so faras they relate to interest) currency hedging arrangements; and

(ii)                                deductinginterest income of the Group in respect of that Relevant Period to the extentfreely payable in cash,

*multiplied by two*,

as determined (except as needed to reflect the terms of this Clause 19)from the financial statements of the Group and Compliance Certificatesdelivered under Clause 18.1 (*Financialstatements*) and Clause 18.2 (*ComplianceCertificate*).

“**Relevant Period**” meanseach period of 6 consecutive Months ending on the last day of each financialyear and financial quarter of the Borrower.

**20**                               GENERAL UNDERTAKINGS

The undertakings in this Clause 20 remain in force from the date ofthis Agreement for so long as any amount is outstanding under the FinanceDocuments or any Commitment is in force.

**20.1**                     Authorisations

The Borrower shall promptly:

(i)                                   obtain,comply with and do all that is necessary to maintain in full force and effect;and

(ii)                                supplycertified copies to the Agent of,

any Authorisation required under any law or regulation of itsjurisdiction of incorporation to enable each Obligor to perform its obligationsunder the Finance Documents and to ensure the legality, validity,enforceability or admissibility in evidence in its jurisdiction ofincorporation of any Finance Document.

**20.2**                     Compliance with laws

The Borrower shall, and shall procure that the Parent shall, comply inall respects with all laws to which it may be subject, if failure so to complywould materially impair its ability to perform its obligations under theFinance Documents.

**20.3**                     Maintenance of existence

The Borrower shall, and shall ensure that the Parent shall, maintainits corporate existence.

**20.4**                     Negative pledge

(a)                               TheBorrower shall not (and the Borrower shall ensure that no other member of theGroup will) create or permit to subsist any Security over any of its assets.

(b)                              TheBorrower shall not (and the Borrower shall ensure that no other member of theGroup will):

(i)                                   sell,transfer or otherwise dispose of any of its assets on terms whereby they are ormay  be leased to or re-acquired by theBorrower or any other member of the Group;

(ii)                                sell,transfer or otherwise dispose of any of its receivables on recourse terms;

33

----

(iii)                             enter into any arrangementunder which money or the benefit of a bank or other account may be applied,set-off or made subject to a combination of accounts; or

(iv)                            enterinto any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered intoprimarily as a method of raising Financial Indebtedness or of financing theacquisition of an asset.

(c)                               Paragraphs(a) and (b) above do not apply to Permitted Security.

**20.5**                     Disposals

(a)                               TheBorrower shall not (and shall ensure that no other member of the Group will)enter into a single transaction or a series of transactions (whether related ornot and whether voluntary or involuntary) to sell, lease, transfer or otherwisedispose of any asset.

(b)                              Paragraph(a) above does not apply to any sale, lease, transfer or other disposal:

(i)                                   madein the ordinary course of trading of the disposing entity;

(ii)                                ofassets in exchange for other assets comparable or superior as to type, valueand quality;

(iii)                             made from one member ofthe Group (other than the Parent) to another member of the Group;

(iv)                            ofcash or cash equivalents for cash or cash equivalents;

(v)                               wherethe book value of such asset (when aggregated with the book value of each otherasset disposed of under this sub-clause (v)) (in each case as calculated inaccordance with GAAP) does not exceed (x) 10% of the Parent’s Total Assetsin any financial year of the Parent and (y) 25% of the Parent’s TotalAssets during the period starting on the Signing Date and ending on the datethat all amounts outstanding under this Agreement have been paid in full. Atthe request of the Agent (any such request to be made no more than once percalendar quarter, unless a Default is continuing), the Borrower shall provide acertificate to the Agent setting out in reasonable detail the book value of anyassets disposed of under this sub-clause (v) (calculated in accordancewith GAAP); or

(vi)                            involvingthe transfer of any or all of the Parent’s shares in UMC pursuant to the UMCLitigation to a person that is not a member of the Group (provided that thissub-clause (vi) shall not in any way prejudice the rights of the FinanceParties under Clause 21.18 (*UMC Litigation*)).

When calculating the Parent’s Total Assets under sub-clause (v) above,if the annual consolidated balance sheet of the Borrower for the immediatelypreceding financial year of the Parent is not available, the Parent’s TotalAssets shall be calculated by reference to the draft audit report thenavailable for that financial year and any other evidence reasonably requestedby, and reasonably satisfactory to, the Agent.

**20.6**                     Merger

(a)                               TheBorrower shall ensure that the Parent shall not enter into or become subject toany consolidation or reorganisation, whether by way of merger (*sliyaniye obschestva*), company accession (*prisoedinyeniye**obschestva*), company division (*razdelenie**obschestva*),company separation (*vydelyeniye**obschestva*), company transformation (*preobrazovaniye**obschestva*), 

34

----

                                             companyliquidation (*likvidatisya obschestva*) or anyother company reorganisation (*reorgnizatsiya**obschestva*) (as these terms areconstrued by applicable Russian law) or otherwise, or any analogous transactionin any jurisdiction, other than a consolidation or merger with one of itsSubsidiaries where the Parent is the surviving entity.

(b)                              TheBorrower shall ensure that no Significant Subsidiary will enter into or becomesubject to any consolidation or reorganisation, whether by way of merger (*sliyaniye obschestva*), company accession (*prisoedinyeniye obschestva*), companydivision (*razdeleyeniey obschestva*),company separation (*vydelyeniye obschestva*),company transformation (*preobrazovaniye**obschestva*), company liquidation(*likvidatsiya obschestva*) or anyother company reorganisation (*reorganizatsiyaobschestva*) (as these terms are construed by applicable Russian law)or otherwise, or any analogous transaction in any jurisdiction if suchreorganisation or transaction would, in the opinion of the Agent (actingreasonably), have a Material Adverse Effect.

**20.7**                     Change of business

The Borrower shall procure that no substantial change is made to thegeneral nature of the business of the Parent or the Group from that carried onat the Signing Date.

**20.8**                     Conduct of business

The Borrower shall, and shall procure that each Significant Subsidiarywill, conduct its business in all material respects in accordance with:

(a)                                allTelecommunications Laws to which it is or may become subject;

(b)                               allrequirements of the telecommunications regulators of the Russian Federation,Ukraine and any other jurisdiction where it conducts its business; and

(c)                                theterms of all relevant Telecommunications Authorisations.

**20.9**                     Asset maintenance

The Borrower shall, and shall procure that the Parent and eachSignificant Subsidiary will, have and maintain good and marketable title to orvalid leases or licences of, or rights of use relating to, all assets necessaryto maintain, develop and operate and otherwise conduct its business as thenbeing conducted by it and in each case where failure to do so might reasonablybe expected to have a Material Adverse Effect.

**20.10**              Insurance

The Borrower shall (and shall ensure that each other member of theGroup will) maintain insurances on and in relation to its business and assetswith reputable underwriters or insurance companies against those risks, and tothe extent, usually insured against by prudent companies located in the same ora similar location and carrying on a similar business.

**20.11**               Transactions with Related Parties

(a)                               TheBorrower shall not (and the Borrower shall ensure that no other member of theGroup will), directly or indirectly, enter into or permit to exist anyintercompany loan with, or for the benefit of, any Related Party, unless:

35

----

(i)                                   theterms of such intercompany loan are no less favourable to such member of theGroup than those that could be obtained in a comparable arm’s-lengthtransaction or series of related transactions with a person that is not aRelated Party; or

(ii)                                suchintercompany loan is made pursuant to a contract or contracts existing on theSigning Date (excluding any amendments or modifications thereto after the SigningDate),

provided that the aggregate outstanding amount of all such intercompanyloans described in sub-clauses (i) and (ii) above does not, at anytime, exceed $100,000,000.

(b)                              Paragraph(a) above does not apply to:

(i)                                   compensationor employee benefit arrangements with any officer or director of any member ofthe Group arising out of any employment contract entered into in the ordinarycourse of business; or

(ii)                                transactionsbetween members of the Group.

(c)                               Forthe purposes of this Clause 20.11 only, a “**RelatedParty**” means, with respect to any specified person:

(i)                                   anyother person directly or indirectly controlling or controlled by or underdirect or indirect common control with such specified person; or

(ii)                                anyother person who is a director or executive officer of (a) such specifiedperson or (b) any person described in (i) above.

For purposes of the definition of “**RelatedParty**” only, “**control**”(including, with correlative meanings, the terms “**controlling**,” “**controlled by**”and “**under common control with**”),as used with respect to any person, shall mean the possession, directly orindirectly, of the power to direct or cause the direction of the management orpolicies of such person, whether through the ownership of voting securities, byagreement or otherwise; provided that beneficial ownership of 10 per cent. ormore of any class, or any series of any class, of equity securities of aperson, whether or not voting, shall be deemed to be control.

**20.12**              Restriction on acquisitions

The Borrower shall ensure that the Parent shall not establish oracquire any Subsidiary or invest in any other entity without the consent of theMajority Lenders (such consent not to be unreasonably withheld), provided thatthis Clause 20.12 shall not apply to any such acquisition or investmentwhere:

(a)                                suchacquisition or investment relates to a Subsidiary or entity whose principalbusiness is telecommunications or the provision of data services or related orancillary businesses; and

(b)                               theconsideration paid by the Parent in relation to such acquisition or investment,when aggregated with the consideration paid by the Parent in relation to eachother acquisition or investment permitted under this paragraph (b), does notexceed (i) 20 per cent. of the Parent’s Total Assets in the financial yearof the Parent ending 31 December 2004; and (ii) 15 per cent. (or suchhigher amount not exceeding 20 per cent. as the Majority Lenders may agree(acting reasonably)) of the Parent’s Total Assets in any other financial yearof the Parent.

36

----

**20.13**              Prompt payment of Taxes

The Borrower shall (and shall ensurethat the Parent and each Significant Subsidiary will) duly pay all Taxespayable by it, other than (a) those taxes which are being contested ingood faith and by appropriate proceedings and in respect of which adequatereserves or other appropriate provisions have been made; or (b) whoseamount does not exceed $25,000,000 (or its equivalent in any other currencies).

**20.14**              *Paripassu*

The Borrower shall, and shall procurethat each member of the Group will, procure that its obligations under theFinance Documents rank at least *pari passu*with all its other unsecured, unsubordinated obligations save where such otherobligations are mandatorily preferred by law.

**20.15**              Loans and guarantees

(a)                               TheBorrower shall not (and the Borrower shall ensure that no member of the Groupwill):

(i)                                   makeany loan, or provide any form of credit or financial accommodation, to anyperson (including, without limitation, its employees, shareholders, anothermember of the Group and any Affiliate); or

(ii)                                giveor issue any guarantee, indemnity, bond or letter of credit to or for thebenefit of, or in respect of liabilities or obligations of, any other person orvoluntarily assume any liability (whether actual or contingent) of any otherperson (including, in each case and without limitation, its employees,shareholders, another member of the Group and any Affiliate).

(b)                              Therestrictions in paragraph (a) above do not apply to (i) loans,credits, financial accommodation, guarantees, indemnities, bonds and letters ofcredit expressly permitted by the Finance Documents or for normal trade crediton arm’s length terms and in the ordinary course of business or granted by amember of the Group to another member of the Group, provided that the aggregateamount of such loans, credits, financial accommodation, guarantees,indemnities, bonds and letters of credit does not at any time exceed 10 percent. of the Parent’s Total Assets; (ii) guarantees by the Parent inrelation to the obligations of any other member of the Group; or (iii) thearrangements permitted under Clause 20.11 (*Transactionswith Related Parties*).

**21**                               EVENTS OF DEFAULT

Each of the events or circumstancesset out in Clause 21 is an Event of Default.

**21.1**                     Non-payment

An Obligor does not pay on the duedate any amount payable pursuant to a Finance Document at the place at and inthe currency in which it is expressed to be payable unless:

(a)                                itsfailure to pay is caused by administrative or technical error; and

(b)                               paymentis made within three Business Days of its due date.

37

----

**21.2**                     Financial covenants

Any requirement of Clause 19 (*Financial Covenants*) is not satisfied.

**21.3**                     Other obligations

(a)                               AnObligor does not comply with any provision of the Finance Documents (other thanthose referred to in Clause 21.1 (*Non-payment*)and Clause 21.2 (*Financial Covenants*)).

(b)                              NoEvent of Default under paragraph (a) above will occur if the failure tocomply is capable of remedy and is remedied within 10 Business Days of theAgent giving notice to the Borrower or the relevant Obligor becoming aware ofthe failure to comply.

**21.4**                     Misrepresentation

Any representation or statement madeor deemed to be made by an Obligor in the Finance Documents or any otherdocument delivered by or on behalf of the Borrower under or in connection withany Finance Document is or proves to have been incorrect or misleading in anymaterial respect when made or deemed to be made, and such representation orstatement shall not have been rendered correct and not misleading within 10Business Days of the Agent giving notice to the Borrower or the relevantObligor becoming aware of the same.

**21.5**                     Cross default

(a)                               Anysingle item of Financial Indebtedness of any member of the Group in an amountexceeding $10,000,000 (or its equivalent in any other currency or currencies)is not paid when due nor within any originally applicable grace period.

(b)                              Anysingle item of Financial Indebtedness of any member of the Group in an amountexceeding $10,000,000 (or its equivalent in any other currency or currencies)is declared to be or otherwise becomes due and payable prior to its specifiedmaturity as a result of an event of default (however described).

(c)                               Anysingle commitment for any Financial Indebtedness of any member of the Group inan amount exceeding $10,000,000 (or its equivalent in any other currency orcurrencies) is cancelled or suspended by a creditor of any member of the Groupas a result of an event of default (however described).

(d)                              Anycreditor of any member of the Group becomes entitled to declare any single itemof Financial Indebtedness of any member of the Group in an amount exceeding$10,000,000 (or its equivalent in any other currency or currencies) due andpayable prior to its specified maturity as a result of an event of default(however described).

(e)                               Anyof the events described in paragraphs (a) to (d) above occurs inrelation to any Financial Indebtedness or commitment for Financial Indebtednessof any amount (including, for the avoidance of doubt, any amount that is lessthan $10,000,000 (or its equivalent in any other currency or currencies)), andthe aggregate amount of all such Financial Indebtedness and commitments forFinancial Indebtedness is in excess of $35,000,000 (or its equivalent in any othercurrency or currencies).

**21.6**                     Insolvency

(a)                               AnObligor or a Significant Subsidiary is unable or admits its inability to payits debts as they fall due, suspends making payments on its debts generally or,by reason of actual or anticipated 

38

----

                                             financialdifficulties, commences negotiations with one or more of its creditors with aview to rescheduling its indebtedness generally.

(b)                              Thevalue of the assets of an Obligor or a Significant Subsidiary is less than itsliabilities (taking into account contingent and prospective liabilities).

(c)                               Amoratorium is declared in respect of the indebtedness of an Obligor or aSignificant Subsidiary.

**21.7**                     Insolvency proceedings

Any corporate action or legalproceedings are taken in relation to:

(a)                                thebankruptcy, winding-up, insolvency, dissolution, administration, reorganisationor liquidation of an Obligor or a Significant Subsidiary, including, but notlimited to, institution of supervision (*nablyudenie*),financial rehabilitation (*finansovoeozdorovlenie*), external management (*vneshneyeupravlenie*) or bankruptcy management (*konkursnoye upravlenie*) (and such legal proceedings continuefor at least 14 days);

(b)                               thesuspension of payments, composition, assignment or arrangement with anycreditor, or a moratorium of any indebtedness, of an Obligor or a SignificantSubsidiary (and such suspension continues for at least 14 days);

(c)                                thepresentation or filing of a petition (or similar document) in respect of anObligor or a Significant Subsidiary in any court, state arbitration court (*arbitrazhnyi sud*) or before any otherauthority in respect of the bankruptcy, winding-up, insolvency, dissolution,administration, reorganisation, provisional supervision, supervision, a “*concordat préventif de faillite*”, a “*gestion contrôlée*” or liquidation of anObligor or a Significant Subsidiary (and such petition has not been dischargedwithin 14 days);

(d)                               theappointment of a liquidator (*likvidator*)or a liquidation commission (*likvidatsionnayakomissiya*), temporary manager (*vremenniyupravlaushiy*), administrative manager (*administrativniy upravlaushiy*), external manager (*vneshniy upravlaushiy*), bankruptcy manager(*konkursniy upravlaushiy*),receiver, administrator, administrative receiver, compulsory manager,provisional supervisor, supervisor or other similar officer in respect of anObligor or a Significant Subsidiary or any of its assets (and such appointmentcontinues for at least 14 days); or

(e)                                theenforcement of any Security over any asset or assets of an Obligor or aSignificant Subsidiary (unless such enforcement is stayed within 14 days),

or any analogous procedure or step istaken in any jurisdiction.

**21.8**                     Creditors’ process

Any expropriation, attachment,sequestration, distress or execution affects any asset or assets of an Obligoror a Significant Subsidiary with a value in excess of $10,000,000 (or itsequivalent in any other currency or currencies) and is not discharged or stayedwithin 30 days.

**21.9**                     Judgment

The rendering against any member ofthe Group of a judgment, decree or order for the payment of money in an amountin excess of $10,000,000 (or its equivalent in any other currency or 

39

----

currencies) and the continuance ofany such judgment, decree or order unsatisfied and in effect for any period of60 consecutive days without a stay of execution.

**21.10**              Loss of Licence

(a)          Any action results in the suspensionfor more than 30 days or the loss, revocation or termination of any of:

(i)                                   theParent’s GSM 900 or 1800 licences for the Moscow licence area;

(ii)                                theParent’s GSM 900 or 1800 licences for the St. Petersburg licence area;

(iii)                             theParent’s GSM 900 or 1800 licences for the Krasnodar licence area; or

(iv)                            UMC’sGSM 900 or 1800 licences for the Ukraine licence area,

except where, within 30 days of anysuch event, the relevant licence is re-issued on substantially the same termsto any member of the Group and during the period falling before suchre-issuance there is no material interruption to, or other material adverseeffect on, the operations permitted by such licence as a direct result of suchprior loss, revocation or termination.

(b)                              Anyof the Parent’s or UMC’s GSM 900 or1800 licences are amended (or any conditions are imposed with respect to anysuch licence) in a manner that, in the reasonable opinion of the MajorityLenders, has or is reasonably likely to have a Material Adverse Effect.

(c)                               Anyof the Parent’s or UMC’s assignedspectrum allocations are reassigned to other users (other than a SignificantSubsidiary of the Borrower), cancelled or otherwise lost, and such event, inthe reasonable opinion of the Majority Lenders, has or is reasonably likely tohave a Material Adverse Effect.

(d)                              TheParent sells, leases or otherwise transfers any of its GSM 900 or 1800 licencesfor the Moscow licence area.

(e)                               Anyof the Parent’s GSM 900 or 1800 licences (other than its GSM 900 and 1800licences for the Moscow licence area) is sold, leased or transferred to anyperson that is not (directly or indirectly) a wholly-owned Subsidiary of theParent.

(f)

(i)                                   Anyof the GSM 900 or 1800 licences of UMC is sold, leased or transferred to anyperson that is not (directly or indirectly) a wholly-owned Subsidiary of theParent.

(ii)                                Sub-clause(i) above does not apply to the transfer of the GSM 900 or 1800 licencesof UMC pursuant to the UMC Litigation (provided that this sub-clause (ii) shallnot in any way prejudice the rights of the Finance Parties under Clause 21.18 (*UMC Litigation*)).

**21.11**               Cessation of Business

An Obligor or any SignificantSubsidiary suspends, ceases or threatens to suspend or cease to carry on all ora substantial part of its business.

**21.12**              Expropriation

(a)                               Byor under the authority of any government:

40

----

(i)                                   anyseizure, compulsory acquisition, expropriation, nationalisation orrenationalisation is made after the Signing Date of all or any material part ofthe assets or shares of (or other ownership interest in) any member of theGroup;

(ii)                                themanagement of any member of the Group is wholly or partially displaced or theauthority of any member of the Group in the conduct of its business is whollyor partially curtailed; or

(iii)                             anymember of the Group is otherwise deprived of, or prevented from exercisingownership or control of, its material business or assets.

(b)                              Paragraph(a) above does not apply to the transfer of any or all of the Parent’sshares in UMC pursuant to the UMC Litigation to a person that is not a memberof the Group (provided that this paragraph (b) shall not in any wayprejudice the rights of the Finance Parties under Clause 21.18 (*UMC Litigation*)).

**21.13**              Russian Foreign Exchange Restrictions

Any foreign exchange law is enactedor introduced in the Russian Federation which has the effect of prohibiting,restricting or delaying any payment by the Borrower or any member of the Groupunder the Finance Documents.

**21.14**              Moratorium

Any moratorium is declared on thepayment of any external indebtedness of the Russian Federation or of Russianresidents generally.

**21.15**              The Russian Federation

The political or economic situationin the Russian Federation deteriorates or an act of war or hostilities,invasion, armed conflict or act of a foreign enemy, revolution, insurrection orinsurgency occurs in, or involves, the Russian Federation and such event, inthe reasonable opinion of the Majority Lenders, has or is reasonably likely tohave a Material Adverse Effect.

**21.16**              Unlawfulness

It is or becomes unlawful for anObligor to perform any of its obligations under the Finance Documents.

**21.17**              Repudiation

An Obligor repudiates a FinanceDocument or evidences an intention to repudiate a Finance Document.

**21.18**              UMC Litigation

The UMC Litigation is adverselydetermined and, in the reasonable opinion of the Majority Lenders, such adversedetermination has or is reasonably likely to have  a Material Adverse Effect.

41

----

**21.19**              Material adverse change

The Majority Lenders determine that aMaterial Adverse Effect exists, has occurred or is reasonably likely to occur.

**21.20**              Acceleration

On and at any time after theoccurrence of an Event of Default which is continuing the Agent may, and shallif so directed by the Majority Lenders, by notice to the Borrower:

(a)                                cancelthe Total Commitments whereupon they shall immediately be cancelled;

(b)                               declare that all or part ofthe Loans, together with accrued interest, and all other amounts accrued oroutstanding under the Finance Documents be immediately due and payable,whereupon they shall become immediately due and payable; and

(c)                                declare that all or part ofthe Loans be payable on demand, whereupon they shall immediately become payableon demand by the Agent on the instructions of the Majority Lenders.

42

----

**SECTION 8CHANGES TO PARTIES**

**22**                               CHANGES TO THE LENDERS

**22.1**                     Assignments and transfers by theLenders

Subject to this Clause 22, a Lender(the “**Existing****Lender**”) may:

(i)                                   assignany of its rights; or

(ii)                                transferby novation any of its rights and obligations,

to another bank or financialinstitution or to a trust, fund or other entity which is regularly engaged inor established for the purpose of making, purchasing or investing in loans,securities or other financial assets (the “**NewLender**”).

**22.2**                     Conditions of assignment or transfer

(a)                               Anassignment will only be effective on:

(i)                                   receiptby the Agent of written confirmation from the New Lender (in form and substancesatisfactory to the Agent) that the New Lender will assume the same obligationsto the other Finance Parties as it would have been under if it was an OriginalLender; and

(ii)                                performanceby the Agent of all “know your customer” or other checks relating to any personthat it is required to carry out in relation to such assignment to a NewLender, the completion of which the Agent shall promptly notify to the ExistingLender and the New Lender.

(b)                              Atransfer will only be effective if the procedure set out in Clause 22.5 (*Procedure for transfer*) is complied with.

(c)                               If:

(i)                                   aLender assigns or transfers any of its rights or obligations under the FinanceDocuments or changes its Facility Office; and

(ii)                                asa result of circumstances existing at the date the assignment, transfer orchange occurs, the Borrower would be obliged to make a payment to the NewLender or Lender acting through its new Facility Office under Clause 12 (*Tax gross-up and indemnities*) or Clause13.1 (*Increased Costs*),

then the New Lender or Lender actingthrough its new Facility Office is only entitled to receive payment under thoseClauses to the same extent as the Existing Lender or Lender acting through itsprevious Facility Office would have been if the assignment, transfer or changehad not occurred.

**22.3**                     Assignment or transfer fee

The New Lender shall, on the dateupon which an assignment or transfer takes effect, pay to the Agent (for itsown account) a fee of $1,000.

43

----

**22.4**                     Limitation of responsibility ofExisting Lenders

(a)                               Unlessexpressly agreed to the contrary, an Existing Lender makes no representation orwarranty and assumes no responsibility to a New Lender for:

(i)                                   thelegality, validity, effectiveness, adequacy or enforceability of the FinanceDocuments or any other documents;

(ii)                                thefinancial condition of any Obligor;

(iii)                             theperformance and observance by any Obligor of its obligations under the FinanceDocuments or any other documents; or

(iv)                            theaccuracy of any statements (whether written or oral) made in or in connectionwith any Finance Document or any other document,

and any representations or warrantiesimplied by law are excluded.

(b)                              EachNew Lender confirms to the Existing Lender and the other Finance Parties thatit:

(i)                                   hasmade (and shall continue to make) its own independent investigation andassessment of the financial condition and affairs of each Obligor and itsrelated entities in connection with its participation in this Agreement and hasnot relied exclusively on any information provided to it by the Existing Lenderin connection with any Finance Document; and

(ii)                                willcontinue to make its own independent appraisal of the creditworthiness of eachObligor and its related entities whilst any amount is or may be outstandingunder the Finance Documents or any Commitment is in force.

(c)                               Nothingin any Finance Document obliges an Existing Lender to:

(i)                                   accepta re-transfer from a New Lender of any of the rights and obligations assignedor transferred under this Clause 22; or

(ii)                                supportany losses directly or indirectly incurred by the New Lender by reason of thenon-performance by any Obligor of its obligations under the Finance Documentsor otherwise.

**22.5**                     Procedure for transfer

(a)                               Subjectto the conditions set out in Clause 22.2 (*Conditionsof assignment or transfer*) a transfer is effected in accordance withparagraph (c) below when the Agent executes an otherwise duly completedTransfer Certificate delivered to it by the Existing Lender and the New Lender.The Agent shall, subject to paragraph (b) below, as soon as reasonablypracticable after receipt by it of a duly completed Transfer Certificateappearing on its face to comply with the terms of this Agreement and deliveredin accordance with the terms of this Agreement, execute that TransferCertificate.

(b)                              TheAgent shall only be obliged to execute a Transfer Certificate delivered to itby the Existing Lender and the New Lender once it is satisfied it has compliedwith all necessary “know your customer” or other similar checks under allapplicable laws and regulations in relation to the transfer to such New Lender.

(c)                               Onthe Transfer Date:

44

----

(i)                                   tothe extent that in the Transfer Certificate the Existing Lender seeks totransfer by novation its rights and obligations under the Finance Documents theObligors and the Existing Lender shall be released from further obligationstowards one another under the Finance Documents and their respective rightsagainst one another under the Finance Documents shall be cancelled (being the “**Discharged Rights and Obligations**”);

(ii)                                theObligors and the New Lender shall assume obligations towards one another and/oracquire rights against one another which differ from the Discharged Rights andObligations only insofar as the Obligors and the New Lender have assumed and/oracquired the same in place of the Obligors and the Existing Lender;

(iii)                             theAgent, the Mandated Lead Arranger, the New Lender and other Lenders shallacquire the same rights and assume the same obligations between themselves asthey would have acquired and assumed had the New Lender been an Original Lenderwith the rights and/or obligations acquired or assumed by it as a result of thetransfer and to that extent the Agent, the Mandated Lead Arranger and theExisting Lender shall each be released from further obligations to each otherunder the Finance Documents; and

(iv)                            theNew Lender shall become a Party as a “Lender”.

**22.6**                     Disclosure of information

Any Lender may disclose to any of itsAffiliates and any other person:

(a)                                to(or through) whom that Lender assigns or transfers (or may potentially assignor transfer) all or any of its rights and obligations under this Agreement;

(b)                               with(or through) whom that Lender enters into (or may potentially enter into) anysub-participation in relation to, or any other transaction under which paymentsare to be made by reference to, this Agreement or the Borrower; or

(c)                                towhom, and to the extent that, information is required to be disclosed by anyapplicable law or regulation,

any information about the Borrower,the Parent, the Group and the Finance Documents as that Lender shall considerappropriate if, in relation to paragraphs (a) and (b) above, theperson to whom the information is to be given has entered into aConfidentiality Undertaking. This Clause supersedes any previous agreementrelating to the confidentiality of this information.

**23**                               CHANGES TO THE BORROWER

The Borrower may not assign any ofits rights or transfer any of its rights or obligations under the FinanceDocuments.

45

----

**SECTION 9THE FINANCE PARTIES**

**24**                               ROLE OF THE AGENT ANDTHE MANDATED LEAD ARRANGER

**24.1**                     Appointment of the Agent

(a)                               Eachother Finance Party appoints the Agent to act as its agent under and inconnection with the Finance Documents.

(b)                              Eachother Finance Party authorises the Agent to exercise the rights, powers,authorities and discretions specifically given to it under or in connectionwith the Finance Documents together with any other incidental rights, powers,authorities and discretions.

**24.2**                     Duties of the Agent

(a)                               TheAgent shall promptly forward to a Party the original or a copy of any documentwhich is delivered to the Agent for that Party by any other Party.

(b)                              Exceptwhere a Finance Document specifically provides otherwise, the Agent is notobliged to review or check the adequacy, accuracy or completeness of anydocument it forwards to another Party.

(c)                               Ifthe Agent receives notice from a Party referring to this Agreement, describinga Default and stating that the circumstance described is a Default, it shallpromptly notify the Finance Parties.

(d)                              Ifthe Agent is aware of the non-payment of any principal, interest, commitmentfee or other fee payable to a Finance Party (other than the Agent or theMandated Lead Arranger) under this Agreement it shall promptly notify the otherFinance Parties.

(e)                               TheAgent’s duties under the Finance Documents are solely mechanical andadministrative in nature.

**24.3**                     Role of the Mandated Lead Arranger

Except as specifically provided inthe Finance Documents, the Mandated Lead Arranger have no obligations of anykind to any other Party under or in connection with any Finance Document.

**24.4**                     No fiduciary duties

(a)                               Nothingin this Agreement constitutes the Agent or the Mandated Lead Arranger as atrustee or fiduciary of any other person.

(b)                              Neitherthe Agent nor the Mandated Lead Arranger shall be bound to account to anyLender for any sum or the profit element of any sum received by it for its ownaccount.

**24.5**                     Business with the Group

The Agent and the Mandated LeadArranger may accept deposits from, lend money to and generally engage in anykind of banking or other business with any member of the Group.

46

----

**24.6**                     Rights and discretions of the Agent

(a)                               TheAgent may rely on:

(i)                                   anyrepresentation, notice or document believed by it to be genuine, correct andappropriately authorised; and

(ii)                                anystatement made by a director, authorised signatory or employee of any personregarding any matters which may reasonably be assumed to be within hisknowledge or within his power to verify.

(b)                              TheAgent may assume, unless it has received notice to the contrary in its capacityas agent for the Lenders, that:

(i)                                   noDefault has occurred (unless it has actual knowledge of a Default arising underClause 21.1 (*Non-payment*)); and

(ii)                                anyright, power, authority or discretion vested in any Party or the MajorityLenders has not been exercised.

(c)                               TheAgent may engage, pay for and rely on the advice or services of any lawyers,accountants, surveyors or other experts.

(d)                              TheAgent may act in relation to the Finance Documents through its personnel andagents.

(e)                               TheAgent may disclose to any other Party any information it reasonably believes ithas received as agent under this Agreement.

(f)                                 Notwithstandingany other provision of any Finance Document to the contrary, neither the Agent northe Mandated Lead Arranger is obliged to do or omit to do anything if it wouldor might in its reasonable opinion constitute a breach of any law or regulationor a breach of a fiduciary duty or duty of confidentiality.

**24.7**                     Majority Lenders’ instructions

(a)                               Unlessa contrary indication appears in a Finance Document, the Agent shall (i) exerciseany right, power, authority or discretion vested in it as Agent in accordancewith any instructions given to it by the Majority Lenders (or, if so instructedby the Majority Lenders, refrain from exercising any right, power, authority ordiscretion vested in it as Agent) and (ii) not be liable for any act (oromission) if it acts (or refrains from taking any action) in accordance with aninstruction of the Majority Lenders.

(b)                              Unlessa contrary indication appears in a Finance Document, any instructions given bythe Majority Lenders will be binding on all the Finance Parties.

(c)                               TheAgent may refrain from acting in accordance with the instructions of theMajority Lenders (or, if appropriate, the Lenders) until it has received suchsecurity as it may require for any cost, loss or liability (together with anyassociated VAT) which it may incur in complying with the instructions.

(d)                              Inthe absence of instructions from the Majority Lenders (or, if appropriate, theLenders), the Agent may act (or refrain from taking action) as it considers tobe in the best interest of the Lenders.

(e)                               TheAgent is not authorised to act on behalf of a Lender (without first obtainingthat Lender’s consent) in any legal or arbitration proceedings relating to anyFinance Document.

47

----

**24.8**                     Responsibility for documentation

Neither the Agent nor the MandatedLead Arranger:

(a)                                isresponsible for the adequacy, accuracy and/or completeness of any information(whether oral or written) supplied by the Agent, the Mandated Lead Arranger,the Borrower, the Parent or any other person given in or in connection with anyFinance Document; or

(b)                               isresponsible for the legality, validity, effectiveness, adequacy orenforceability of any Finance Document or any other agreement, arrangement ordocument entered into, made or executed in anticipation of or in connectionwith any Finance Document.

**24.9**                     Exclusion of liability

(a)                               Withoutlimiting paragraph (b) below, the Agent will not be liable for any actiontaken by it under or in connection with any Finance Document, unless directlycaused by its gross negligence or wilful misconduct.

(b)                              NoParty (other than the Agent) may take any proceedings against any officer,employee or agent of the Agent in respect of any claim it might have againstthe Agent or in respect of any act or omission of any kind by that officer,employee or agent in relation to any Finance Document and any officer, employeeor agent of the Agent may rely on this Clause.

(c)                               TheAgent will not be liable for any delay (or any related consequences) increditing an account with an amount required under the Finance Documents to bepaid by it if it has taken all necessary steps as soon as reasonablypracticable to comply with the regulations or operating procedures of anyrecognised clearing or settlement system used by it for that purpose.

(d)                              Nothingin this Agreement shall oblige the Agent or the Mandated Lead Arranger to carryout any “know your customer” or other checks in relation to any person onbehalf of any Lender and each Lender confirms to the Agent and the MandatedLead Arranger that it is solely responsible for any such checks it is requiredto carry out and that it may not rely on any statement in relation to suchchecks made by the Agent or the Mandated Lead Arranger.

**24.10**              Lenders’ indemnity to the Agent

Each Lender shall (in proportion toits share of the Total Commitments or, if the Total Commitments are then zero,to its share of the Total Commitments immediately prior to their reduction tozero) indemnify the Agent, within three Business Days of demand, against anycost, loss or liability incurred by the Agent (otherwise than by reason of theAgent’s gross negligence or wilful misconduct) in acting as Agent under theFinance Documents (unless the Agent has been reimbursed by an Obligor pursuantto a Finance Document).

**24.11**               Resignation of the Agent

(a)                               TheAgent may resign and appoint one of its Affiliates as successor by giving noticeto the other Finance Parties and the Borrower.

(b)                              Alternativelythe Agent may resign by giving notice to the other Finance Parties and theBorrower, in which case the Majority Lenders (after consultation with theBorrower) may appoint a successor Agent.

48

----

(c)                               Ifthe Majority Lenders have not appointed a successor Agent in accordance withparagraph (b) above within 30 days after notice of resignation was given,the Agent (after consultation with the Borrower) may appoint a successor Agent.

(d)                              Theretiring Agent shall, at its own cost, make available to its successor suchdocuments and records and provide such assistance as its successor mayreasonably request for the purposes of performing its functions as Agent underthe Finance Documents.

(e)                               TheAgent’s resignation notice shall only take effect upon the appointment of asuccessor.

(f)                                 Uponthe appointment of a successor, the retiring Agent shall be discharged from anyfurther obligation in respect of the Finance Documents but shall remainentitled to the benefit of this Clause 24. Its successor and each of the otherParties shall have the same rights and obligations amongst themselves as theywould have had if such successor had been an original Party.

(g)                              Afterconsultation with the Borrower, the Majority Lenders may, by notice to theAgent, require it to resign in accordance with paragraph (b) above. Inthis event, the Agent shall resign in accordance with paragraph (b) above.

**24.12**              Confidentiality

(a)                               Inacting as agent for the Finance Parties, the Agent shall be regarded as actingthrough its agency division which shall be treated as a separate entity fromany other of its divisions or departments.

(b)                              Ifinformation is received by another division or department of the Agent, it maybe treated as confidential to that division or department and the Agent shallnot be deemed to have notice of it.

**24.13**              Relationship with the Lenders

(a)                               TheAgent may treat each Lender as a Lender, entitled to payments under thisAgreement and acting through its Facility Office unless it has received notless than five Business Days prior notice from that Lender to the contrary inaccordance with the terms of this Agreement.

(b)                              EachLender shall supply the Agent with any information required by the Agent inorder to calculate the Mandatory Cost in accordance with Schedule 3 (*Mandatory Cost**formula*).

**24.14**              Credit appraisal by the Lenders

Without affecting the responsibilityof the Borrower for information supplied by it or on its behalf in connectionwith any Finance Document, each Lender confirms to the Agent and the MandatedLead Arranger that it has been, and will continue to be, solely responsible formaking its own independent appraisal and investigation of all risks arisingunder or in connection with any Finance Document including but not limited to:

(a)                                thefinancial condition, status and nature of each member of the Group;

(b)                               thelegality, validity, effectiveness, adequacy or enforceability of any FinanceDocument and any other agreement, arrangement or document entered into, made orexecuted in anticipation of, under or in connection with any Finance Document;

(c)                                whetherthat Lender has recourse, and the nature and extent of that recourse, againstany Party or any of its respective assets under or in connection with anyFinance Document, the transactions contemplated by the Finance Documents or anyother 

49

----

                                              agreement,arrangement or document entered into, made or executed in anticipation of,under or in connection with any Finance Document; and

(d)                               theadequacy, accuracy and/or completeness of any other information provided by theAgent, any Party or by any other person under or in connection with any FinanceDocument, the transactions contemplated by the Finance Documents or any otheragreement, arrangement or document entered into, made or executed inanticipation of, under or in connection with any Finance Document.

**24.15**              Reference Banks

If a Reference Bank (or, if aReference Bank is not a Lender, the Lender of which it is an Affiliate) ceasesto be a Lender, the Agent shall (in consultation with the Borrower) appointanother Lender or an Affiliate of a Lender to replace that Reference Bank.

**24.16**              Deduction from amounts payable by the Agent

If any Party owes an amount to theAgent under the Finance Documents the Agent may, after giving notice to thatParty, deduct an amount not exceeding that amount from any payment to thatParty which the Agent would otherwise be obliged to make under the FinanceDocuments and apply the amount deducted in or towards satisfaction of theamount owed. For the purposes of the Finance Documents that Party shall beregarded as having received any amount so deducted.

**25**                               CONDUCT OF BUSINESS BYTHE FINANCE PARTIES

No provision of this Agreement will:

(a)                                interferewith the right of any Finance Party to arrange its affairs (tax or otherwise)in whatever manner it thinks fit;

(b)                               obligeany Finance Party to investigate or claim any credit, relief, remission orrepayment available to it or the extent, order and manner of any claim; or

(c)                                obligeany Finance Party to disclose any information relating to its affairs (tax orotherwise) or any computations in respect of Tax.

**26**                               SHARING AMONG THEFINANCE PARTIES

**26.1**                     Payments to Finance Parties

If a Finance Party (a “**Recovering Finance Party**”) receives orrecovers any amount from the Borrower other than in accordance with Clause 27 (*Payment Mechanics*) and applies that amountto a payment due under the Finance Documents then:

(a)                                theRecovering Finance Party shall, within three Business Days, notify details ofthe receipt or recovery to the Agent;

(b)                               theAgent shall determine whether the receipt or recovery is in excess of theamount the Recovering Finance Party would have been paid had the receipt orrecovery been received or made by the Agent and distributed in accordance withClause 27 (*Payment*

50

----

*                                              Mechanics*),without taking account of any Tax which would be imposed on the Agent inrelation to the receipt, recovery or distribution; and

(c)                                theRecovering Finance Party shall, within three Business Days of demand by theAgent, pay to the Agent an amount (the “**SharingPayment**”) equal to such receipt or recovery less any amount whichthe Agent determines may be retained by the Recovering Finance Party as itsshare of any payment to be made, in accordance with Clause 27.5 (*Partial payments*).

**26.2**                     Redistribution of payments

The Agent shall treat the SharingPayment as if it had been paid by the Borrower and distribute it between theFinance Parties (other than the Recovering Finance Party) in accordance withClause 27.5 (*Partial payments*).

**26.3**                     Recovering Finance Party’s rights

(a)                               Ona distribution by the Agent under Clause 26.2 (*Redistributionof payments*), the Recovering Finance Party will be subrogated to therights of the Finance Parties which have shared in the redistribution.

(b)                              Ifand to the extent that the Recovering Finance Party is not able to rely on itsrights under paragraph (a) above, the Borrower shall be liable to theRecovering Finance Party for a debt equal to the Sharing Payment which is immediatelydue and payable.

**26.4**                     Reversal of redistribution

If any part of the Sharing Paymentreceived or recovered by a Recovering Finance Party becomes repayable and isrepaid by that Recovering Finance Party, then:

(a)                                eachFinance Party which has received a share of the relevant Sharing Paymentpursuant to Clause 26.2 (*Redistribution ofpayments*) shall, upon request of the Agent, pay to the Agent foraccount of that Recovering Finance Party an amount equal to the appropriatepart of its share of the Sharing Payment (together with an amount as isnecessary to reimburse that Recovering Finance Party for its proportion of anyinterest on the Sharing Payment which that Recovering Finance Party is requiredto pay); and

(b)                               thatRecovering Finance Party’s rights of subrogation in respect of anyreimbursement shall be cancelled and the Borrower will be liable to thereimbursing Finance Party for the amount so reimbursed.

**26.5**                     Exceptions

(a)                               ThisClause 26 shall not apply to the extent that the Recovering Finance Party wouldnot, after making any payment pursuant to this Clause, have a valid andenforceable claim against the Borrower.

(b)                              ARecovering Finance Party is not obliged to share with any other Finance Partyany amount which the Recovering Finance Party has received or recovered as aresult of taking legal or arbitration proceedings, if:

(i)                                   itnotified that other Finance Party of the legal or arbitration proceedings; and

51

----

(ii)                                thatother Finance Party had an opportunity to participate in those legal or arbitrationproceedings but did not do so as soon as reasonably practicable having receivednotice and did not take separate legal or arbitration proceedings.

52

----

**SECTION 10ADMINISTRATION**

**27**                               PAYMENT MECHANICS

**27.1**                     Payments to the Agent

(a)                               Oneach date on which an Obligor or a Lender is required to make a payment under aFinance Document, the Obligor or Lender shall make the same available to theAgent (unless a contrary indication appears in a Finance Document) for value onthe due date at the time and in such funds specified by the Agent as beingcustomary at the time for settlement of transactions in the relevant currencyin the place of payment.

(b)                              Paymentshall be made to such account in the principal financial centre of the countryof that currency (or, in relation to euro, in the principal financial centre ina Participating Member State or London) with such bank as the Agent specifies.

**27.2**                     Distributions by the Agent

Each payment received by the Agentunder the Finance Documents for another Party shall, subject to Clause 27.3 (*Distributions to**the**Borrower*)and Clause 27.4 (*Clawback*), bemade available by the Agent as soon as practicable after receipt to the Partyentitled to receive payment in accordance with this Agreement (in the case of aLender, for the account of its Facility Office), to such account as that Partymay notify to the Agent by not less than five Business Days’ notice with a bankin the principal financial centre of the country of that currency.

**27.3**                     Distributions to the Borrower

The Agent may (with the Borrower’sconsent or in accordance with Clause 28 (*Set-off*))apply any amount received by it for the Borrower in or towards payment (on thedate and in the currency and funds of receipt) of any amount due from theBorrower under the Finance Documents or in or towards purchase of any amount ofany currency to be so applied.

**27.4**                     Clawback

(a)                               Wherea sum is to be paid to the Agent under the Finance Documents for another Party,the Agent is not obliged to pay that sum to that other Party (or to enter intoor perform any related exchange contract) until it has been able to establishto its satisfaction that it has actually received that sum.

(b)                              Ifthe Agent pays an amount to another Party and it proves to be the case that theAgent had not actually received that amount, then the Party to whom that amount(or the proceeds of any related exchange contract) was paid by the Agent shallon demand refund the same to the Agent together with interest on that amountfrom the date of payment to the date of receipt by the Agent, calculated by theAgent to reflect its cost of funds.

53

----

**27.5**                     Partial payments

(a)                               Ifthe Agent receives a payment that is insufficient to discharge all the amountsthen due and payable by the Borrower under the Finance Documents, the Agentshall apply that payment towards the obligations of the Borrower under theFinance Documents in the following order:

(i)                                   first,in or towards payment pro rata of any unpaid fees, costs and expenses of theAgent or the Mandated Lead Arranger under the Finance Documents;

(ii)                                secondly,in or towards payment pro rata of any accrued interest, fee or commission duebut unpaid under this Agreement;

(iii)                             thirdly,in or towards payment pro rata of any principal due but unpaid under thisAgreement; and

(iv)                            fourthly,in or towards payment pro rata of any other sum due but unpaid under theFinance Documents.

(b)                              TheAgent shall, if so directed by the Majority Lenders, vary the order set out inparagraphs (a)(ii) to (iv) above.

(c)                               Paragraphs(a) and (b) above will override any appropriation made by theBorrower.

**27.6**                     No set-off by the Borrower

All payments to be made by theBorrower under the Finance Documents shall be calculated and be made without(and free and clear of any deduction for) set-off or counterclaim.

**27.7**                     Business Days

(a)                               Anypayment which is due to be made on a day that is not a Business Day shall bemade on the next Business Day in the same calendar month (if there is one) orthe preceding Business Day (if there is not).

(b)                              Duringany extension of the due date for payment of any principal or Unpaid Sum underthis Agreement interest is payable on the principal or Unpaid Sum at the ratepayable on the original due date.

**27.8**                     Currency of account

(a)                               Subjectto paragraphs (b) to (e) below, Dollars is the currency of accountand payment for any sum due from the Borrower under any Finance Document.

(b)                              Arepayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall bemade in the currency in which that Loan or Unpaid Sum is denominated on its duedate.

(c)                               Eachpayment of interest shall be made in the currency in which the sum in respectof which the interest is payable was denominated when that interest accrued.

(d)                              Eachpayment in respect of costs, expenses or Taxes shall be made in the currency inwhich the costs, expenses or Taxes are incurred.

(e)                               Anyamount expressed to be payable in a currency other than Dollars shall be paidin that other currency.

54

----

**27.9**                     Change of currency

(a)                               Unlessotherwise prohibited by law, if more than one currency or currency unit are atthe same time recognised by the central bank of any country as the lawfulcurrency of that country, then:

(i)                                   anyreference in the Finance Documents to, and any obligations arising under theFinance Documents in, the currency of that country shall be translated into, orpaid in, the currency or currency unit of that country designated by the Agent(after consultation with the Borrower); and

(ii)                                anytranslation from one currency or currency unit to another shall be at theofficial rate of exchange recognised by the central bank for the conversion ofthat currency or currency unit into the other, rounded up or down by the Agent(acting reasonably).

(b)                              If achange in any currency of a country occurs, this Agreement will, to the extentthe Agent (acting reasonably and after consultation with the Borrower)specifies to be necessary, be amended to comply with any generally acceptedconventions and market practice in the London interbank market and otherwise toreflect the change in currency.

**28**                               SET-OFF

A Finance Party may set off anymatured obligation due from the Borrower under the Finance Documents (to theextent beneficially owned by that Finance Party) against any matured obligationowed by that Finance Party to the Borrower, regardless of the place of payment,booking branch or currency of either obligation. If the obligations are indifferent currencies, the Finance Party may convert either obligation at amarket rate of exchange in its usual course of business for the purpose of theset-off.

**29**                               NOTICES

**29.1**                     Communications in writing

Any communication to be made under orin connection with the Finance Documents shall be made in writing and, unlessotherwise stated, may be made by fax or letter.

**29.2**                     Addresses

The address and fax number (and thedepartment or officer, if any, for whose attention the communication is to bemade) of each Party for any communication or document to be made or deliveredunder or in connection with the Finance Documents is:

(a)                                inthe case of the Borrower, that identified with its name below;

(b)                               inthe case of each Lender, that notified in writing to the Agent on or prior tothe date on which it becomes a Party; and

(c)                                inthe case of the Agent, that identified with its name below,

or any substitute address, fax numberor department or officer as the Party may notify to the Agent (or the Agent maynotify to the other Parties, if a change is made by the Agent) by not less thanfive Business Days’ notice.

55

----

**29.3**                     Delivery

(a)                               Anycommunication or document made or delivered by one person to another under orin connection with the Finance Documents will only be effective:

(i)                                   ifby way of fax, when received in legible form; or

(ii)                                ifby way of letter, when it has been left at the relevant address or fiveBusiness Days after being deposited in the post postage prepaid in an envelopeaddressed to it at that address,

and, if a particular department orofficer is specified as part of its address details provided under Clause 29.2(*Addresses*), if addressed to thatdepartment or officer.

(b)                              Anycommunication or document to be made or delivered to the Agent will beeffective only when actually received by the Agent and then only if it isexpressly marked for the attention of the department or officer identified withits signature below (or any substitute department or officer as it shallspecify for this purpose).

(c)                               Allnotices from or to the Borrower shall be sent through the Agent.

**29.4**                     Notification of address and faxnumber

Promptly upon receipt of notificationof an address and fax number or change of address or fax number pursuant toClause 29.2 (*Addresses*) orchanging its own address or fax number, the Agent shall notify the otherParties.

**29.5**                     Electronic communication

(a)                               Anycommunication to be made between the Agent and a Lender under or in connectionwith the Finance Documents may be made by electronic mail or other electronicmeans, if the Agent and the relevant Lender:

(i)                                   agreethat, unless and until notified to the contrary, this is to be an accepted formof communication;

(ii)                                notifyeach other in writing of their electronic mail address and/or any otherinformation required to enable the sending and receipt of information by thatmeans; and

(iii)                             notifyeach other of any change to their address or any other such informationsupplied by them.

(b)                              Anyelectronic communication made between the Agent and a Lender will be effectiveonly when actually received in readable form and in the case of any electroniccommunication made by a Lender to the Agent only if it is addressed in such amanner as the Agent shall specify for this purpose.

**29.6**                     English language

(a)                               Anynotice given under or in connection with any Finance Document must be inEnglish.

(b)                              Allother documents provided under or in connection with any Finance Document mustbe:

(i)                                   inEnglish; or

56

----

(ii)                                ifnot in English, and if so required by the Agent, accompanied by a certifiedEnglish translation and, in this case, the English translation will prevailunless the document is a constitutional, statutory or other official document.

**30**                               CALCULATIONS ANDCERTIFICATES

**30.1**                     Accounts

In any litigation or arbitrationproceedings arising out of or in connection with a Finance Document, theentries made in the accounts maintained by a Finance Party are prima facie evidenceof the matters to which they relate.

**30.2**                     Certificates and Determinations

Any certification or determination bya Finance Party of a rate or amount under any Finance Document is, in theabsence of manifest error, conclusive evidence of the matters to which itrelates.

**30.3**                     Day count convention

Any interest, commission or feeaccruing under a Finance Document will accrue from day to day and is calculatedon the basis of the actual number of days elapsed and a year of  360 days or, in any case where the practicein the London interbank market differs, in accordance with that marketpractice.

**31**                               PARTIAL INVALIDITY

If, at any time, any provision of theFinance Documents is or becomes illegal, invalid or unenforceable in anyrespect under any law of any jurisdiction, neither the legality, validity orenforceability of the remaining provisions nor the legality, validity orenforceability of such provision under the law of any other jurisdiction willin any way be affected or impaired.

**32**                               REMEDIES AND WAIVERS

No failure to exercise, nor any delayin exercising, on the part of any Finance Party, any right or remedy under theFinance Documents shall operate as a waiver, nor shall any single or partialexercise of any right or remedy prevent any further or other exercise or theexercise of any other right or remedy. The rights and remedies provided in thisAgreement are cumulative and not exclusive of any rights or remedies providedby law.

**33**                               AMENDMENTS AND WAIVERS

**33.1**                     Required consents

(a)                               Subjectto Clause 33.2 (*Exceptions*) anyterm of the Finance Documents may be amended or waived only with the consent ofthe Majority Lenders and the Borrower and any such amendment or waiver will bebinding on all Parties.

57

----

(b)                              TheAgent may effect, on behalf of any Finance Party, any amendment or waiverpermitted by this Clause.

**33.2**                     Exceptions

(a)                               Anamendment or waiver that has the effect of changing or which relates to:

(i)                                   thedefinition of “**Majority Lenders**”in Clause 1.1 (*Definitions*);

(ii)                                anextension to the date of payment of any amount under the Finance Documents;

(iii)                             areduction in the Margin or a reduction in the amount of any payment ofprincipal, interest, fees or commission payable;

(iv)                            anincrease in or an extension of any Commitment;

(v)                               achange to an Obligor;

(vi)                            anyprovision which expressly requires the consent of all the Lenders; or

(vii)                         Clause2.2 (*Finance Parties’ rights and obligations*),Clause 22 (*Changes to the Lenders*),Clause 26 (*Sharing among the Finance Parties*)or this Clause 33,

shall not be made without the prior consent of all theLenders.

(b)                              Anamendment or waiver which relates to the rights or obligations of the Agent orthe Mandated Lead Arranger may not be effected without the consent of the Agentor the Mandated Lead Arranger.

**34**                               COUNTERPARTS

Each Finance Document may be executedin any number of counterparts, and this has the same effect as if thesignatures on the counterparts were on a single copy of the Finance Document.

58

----

**SECTION 11GOVERNING LAW AND ENFORCEMENT**

**35**                               GOVERNING LAW

This Agreement is governed by Englishlaw.

**36**                               ARBITRATION

**36.1**                     Arbitration

Subject to Clause 36.4 (*Agent’s option*), any dispute arising out of or in connectionwith this Agreement (including a dispute regarding the existence, validity ortermination of this Agreement) (a “**Dispute**”) shallbe referred to and finally resolved by arbitration under the Arbitration Rules (the“**Rules**”) of the London Court ofInternational Arbitration (the “**LCIA Court**”).

**36.2**                     Procedure for arbitration

(a)                               Thearbitral tribunal shall consist of three arbitrators. The claimant(s),irrespective of number, shall nominate jointly one arbitrator; therespondent(s), irrespective of number, shall nominate jointly the secondarbitrator; and a third arbitrator, who shall serve as Chairman (who shall be alawyer currently qualified in England and Wales and be admitted to the Bar ofEngland and Wales), shall be appointed by the LCIA Court within 15 days of theappointment of the second arbitrator.

(b)                              Inthe event the claimant(s) or the respondent(s) shall fail to nominatean arbitrator within the time limits specified in the Rules, such arbitratorshall be appointed by the LCIA Court within 15 days of such failure. In theevent that both the claimant(s) and the respondent(s) fail tonominate an arbitrator within the time limits specified in the Rules, all threearbitrators shall be appointed by the LCIA Court within 15 days of such failurewho shall designate one of them as chairman.

(c)                               Ifall the parties to an arbitration so agree, there shall be a sole arbitratorappointed by the LCIA Court within 15 days of such agreement.

(d)                              Theseat of arbitration shall be London, England and the language of thearbitration shall be English.

**36.3**                     Recourse to courts

Save as provided in Clause 36.4(*Agent’s option*), the parties exclude thejurisdiction of the courts under Sections 45 and 69 of the Arbitration Act1996.

**36.4**                     Agent’s option

Before an arbitrator has beenappointed by a Finance Party to determine a Dispute, the Agent may (and, if soinstructed by the Majority Lenders, shall) by notice in writing to the Borrowerrequire that all Disputes or a specific Dispute be heard by a court of law. Ifthe Agent gives such notice, the Dispute to which such notice refers shall bedetermined in accordance with Clause 37 (*Jurisdiction*).

59

----

**37**                               JURISDICTION

**37.1**                     Jurisdiction of English courts

(a)                               Thecourts of England have exclusive jurisdiction to settle all Disputes.

(b)                              TheParties agree that the courts of England are the most appropriate andconvenient courts to settle Disputes and accordingly no Party will argue to thecontrary.

(c)                               ThisClause 37.1 is for the benefit of the Finance Parties only. As a result,no Finance Party shall be prevented from taking proceedings relating to aDispute in any other courts with jurisdiction. To the extent allowed by law,the Finance Parties may take concurrent proceedings in any number ofjurisdictions.

**37.2**                     Service of process

Without prejudice to any other modeof service allowed under any relevant law, the Borrower:

(a)                                irrevocablyappoints Law Debenture Corporation, located at the date hereof at 5th Floor, 100 Wood Street, London EC2V 7EX,England, as its agent for service of process in relation to any proceedingscommenced in accordance with this Agreement; and

(b)                               agreesthat failure by a process agent to notify the Borrower of the process will notinvalidate the proceedings concerned.

**37.3**                     Waiver of immunity

The Borrower irrevocably agrees that,should any party take any proceedings anywhere (whether for an injunction,specific performance, damages or otherwise), no immunity (to the extent that itmay at any time exist, whether on the grounds of sovereignty or otherwise) fromthose proceedings, from attachment (whether in aid of execution, beforejudgment or otherwise) of its assets or from execution of judgment shall beclaimed by it or on behalf of it or with respect to its assets, any suchimmunity being irrevocably waived. The Borrower irrevocably agrees that it andits assets are, and shall be, subject to such proceedings, attachment orexecution in respect of its obligations under the Finance Documents.

**This Agreement has been entered into on the date stated atthe beginning of this Agreement.**

60

----

**SCHEDULE1Conditions precedent**

**1****                                      FinanceDocuments**

Executed originals of:

(a)                                thisAgreement;

(b)                               theParent Guarantee; and

(c)                                theFee Letter.

**2****                                      TheBorrower and the Parent**

(a)                               Certifiedcopies of the Borrower’s and the Parent’s duly registered constitutionaldocuments and articles of association or certificates of registration (as applicable).

(b)                              Inrespect of the Borrower, a non-bankruptcy certificate issued by the Clerk’soffice of the Luxembourg District Court.

(c)                               Certifiedcopies of all corporate resolutions necessary to authorise the Borrower and theParent to execute and perform the Finance Documents and any documents referredto therein and the transactions contemplated thereunder (including but notlimited to any major transaction approvals or interested party transactionapprovals, if applicable).

(d)                              Evidenceof the authority of the relevant signatories of the Parent (including, but notlimited to, its Chief Accountant) and the Borrower to execute each FinanceDocument to which it is a party and any documents referred to therein and thetransactions contemplated thereunder.

(e)                               Acertified copy of the most recent balance sheet of the Borrower and the Parentby reference to the date of each Finance Document.

(f)                                 acertified copy of each of the Original Financial Statements.

(g)                              Acertificate executed on behalf of each of the Borrower and the Parent:

(i)                                   certifyingthe sample signature and office of each person that signed the relevant FinanceDocument and any documents referred to therein and the transactionscontemplated thereunder on behalf of the Borrower or the Parent (as applicable)and certifying that such signatories hold the positions in which capacity theyexecuted such documents; and

(ii)                                certifyingthat each copy document relating to it specified in this Schedule 1 is correct,complete and in full force and effect as at a date no earlier than the date ofthis Agreement.

**3****                                      Legalopinions**

(a)                               Alegal opinion of Linklaters as to matters of English law.

(b)                              Alegal opinion of Linklaters CIS as to matters of Russian law.

(c)                               Alegal opinion of Linklaters Loesch as to matters of Luxembourg law.

(d)                              Anin-house legal opinion of the Borrower.

61

----

**4****                                      Otherdocuments and evidence**

(a)                               Evidencethat the process agent referred to in Clause 37.2 (*Service of process*) has accepted its appointment.

(b)                              Acopy of any other Authorisation or other document, opinion or assurance whichthe Agent considers to be necessary or desirable (if it has notified theBorrower accordingly) in connection with the entry into and performance of thetransactions contemplated by any Finance Document or for the validity andenforceability of any Finance Document.

(c)                               TheOriginal Financial Statements.

(d)                              Evidencethat the fees, costs and expenses then due from the Borrower pursuant to Clause11 (*Fees*) and 16 (*Costs and expenses*) have been paid or willbe paid by the first Utilisation Date.

(e)                               Suchother documents or evidence which the Agent may reasonably require.

62

----

**SCHEDULE2Utilisation Request**

From:                  MobileTeleSystems Finance S.A.

To:         INGBank N.V., London Branch as Agent

Dated:

Dear Sirs

**Mobile TeleSystems Finance S.A.— US$150,000,000 FacilityAgreementdated [                   ](the “Agreement”)**

**1****                                     **Werefer to the Agreement. This is a Utilisation Request. Terms defined in theAgreement have the same meaning in this Utilisation Request unless given adifferent meaning in this Utilisation Request.

**2****                                     **Wewish to borrow a Loan on the following terms:

| Proposed Utilisation Date: |   | [                   ]  or, if that is not a Business Day, the next Business Day) |
|----------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                       |   |  

                                                                                                                                                                   |
| Amount:                    |   | [                   ]  or, if less, the Available Facility                       |

**3****                                     **Weconfirm that each condition specified in Clause 4.2 (*Further conditions precedent*) is satisfied on the date ofthis Utilisation Request.

**4****                                     **Theproceeds of this Loan should be credited to [•].

**5****                                     **ThisUtilisation Request is irrevocable.

Mobile TeleSystems Finance S.A.

 
| By:    |   |   |   |
|--------|--------|--------|--------|
| Name:  |   |   |   |
| Title: |   |   |   |

 

63

----

 

**SCHEDULE3Mandatory Cost formula**

**1****                                     **TheMandatory Cost is an addition to the interest rate to compensate Lenders forthe cost of compliance with (a) the requirements of the Bank of Englandand/or the Financial Services Authority (or, in either case, any otherauthority which replaces all or any of its functions) or (b) therequirements of the European Central Bank.

**2****                                     **Onthe first day of each Interest Period (or as soon as possible thereafter) theAgent shall calculate, as a percentage rate, a rate (the “**Additional Cost Rate**”) for each Lender, inaccordance with the paragraphs set out below. The Mandatory Cost will be calculatedby the Agent as a weighted average of the Lenders’ Additional Cost Rates(weighted in proportion to the percentage participation of each Lender in therelevant Loan) and will be expressed as a percentage rate per annum.

**3****                                     **TheAdditional Cost Rate for any Lender lending from a Facility Office in aParticipating Member State will be the percentage notified by that Lender tothe Agent. This percentage will be certified by that Lender in its notice tothe Agent to be its reasonable determination of the cost (expressed as apercentage of that Lender’s participation in all Loans made from that FacilityOffice) of complying with the minimum reserve requirements of the EuropeanCentral Bank in respect of loans made from that Facility Office.

**4****                                     **TheAdditional Cost Rate for any Lender lending from a Facility Office in theUnited Kingdom will be calculated by the Agent as follows:

|   | Ex0.01 |   | per cent. per annum. |
|--------|--------|--------|----------------------|
|   | 300    |   |                 |

Where:

E                                               isdesigned to compensate Lenders for amounts payable under the Fees Rules andis calculated by the Agent as being the average of the most recent rates ofcharge supplied by the Reference Banks to the Agent pursuant to paragraph 7below and expressed in pounds per £1,000,000.

**5****                                     **Forthe purposes of this Schedule:

(a)                                “**Fees Rules**” means the rules onperiodic fees contained in the FSA Supervision Manual or such other law orregulation as may be in force from time to time in respect of the payment offees for the acceptance of deposits;

(b)                               “**Fee Tariffs**” means the fee tariffsspecified in the Fees Rules under the activity group A.1 Deposit acceptors(ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules buttaking into account any applicable discount rate); and

(c)                                “**Tariff Base**” has the meaning given to itin, and will be calculated in accordance with, the Fees Rules.

**6****                                     **Theresulting figure shall be rounded to four decimal places.

**7****                                     **Ifrequested by the Agent, each Reference Bank shall, as soon as practicable afterpublication by the Financial Services Authority, supply to the Agent, the rateof charge payable by that Reference Bank to the Financial Services Authoritypursuant to the Fees Rules in respect of the relevant financial year ofthe Financial Services Authority (calculated for this purpose by that 

64

----

                                             ReferenceBank as being the average of the Fee Tariffs applicable to that Reference Bankfor that financial year) and expressed in pounds per £1,000,000 of the TariffBase of that Reference Bank.

**8****                                     **EachLender shall supply any information required by the Agent for the purpose ofcalculating its Additional Cost Rate. In particular, but without limitation,each Lender shall supply the following information on or prior to the date onwhich it becomes a Lender:

(a)                                thejurisdiction of its Facility Office; and

(b)                               anyother information that the Agent may reasonably require for such purpose.

Each Lender shall promptly notify theAgent of any change to the information provided by it pursuant to thisparagraph.

**9****                                     **Therates of charge of each Reference Bank for the purpose of E above shall bedetermined by the Agent based upon the information supplied to it pursuant toparagraphs 7 and 8 above.

**10****                              **TheAgent shall have no liability to any person if such determination results in anAdditional Cost Rate which over or under compensates any Lender and shall beentitled to assume that the information provided by any Lender or ReferenceBank pursuant to paragraphs 3, 7 and 8 above is true and correct in allrespects.

**11****                               **TheAgent shall distribute the additional amounts received as a result of theMandatory Cost to the Lenders on the basis of the Additional Cost Rate for eachLender based on the information provided by each Lender and each Reference Bankpursuant to paragraphs 3, 7 and 8 above.

**12****                              **Anydetermination by the Agent pursuant to this Schedule in relation to a formula,the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lendershall, in the absence of manifest error, be conclusive and binding on allParties.

**13****                              **TheAgent may from time to time, after consultation with the Borrower and theLenders, determine and notify to all Parties any amendments which are requiredto be made to this Schedule in order to comply with any change in law,regulation or any requirements from time to time imposed by the Bank ofEngland, the Financial Services Authority or the European Central Bank (or, inany case, any other authority which replaces all or any of its functions) andany such determination shall, in the absence of manifest error, be conclusiveand binding on all Parties.

65

----

**SCHEDULE4Form of Transfer Certificate**

To:         INGBank N.V., London Branch as Agent

From:     [                   ](the “Existing Lender”) and[                   ](the “New Lender”)

Dated:

**Mobile TeleSystems Finance S.A.— US$150,000,000 FacilityAgreementdated[                   ](the “Agreement”)**

**1****                                     **Werefer to the Agreement. This is a Transfer Certificate. Terms defined in theAgreement have the same meaning in this Transfer Certificate unless given adifferent meaning in this Transfer Certificate.

**2****                                     **Werefer to Clause 22.5 (*Procedure for transfer*):

(a)                                TheExisting Lender and the New Lender agree to the Existing Lender transferring tothe New Lender by novation all or part of the Existing Lender’s Commitment,rights and obligations referred to in the Schedule in accordance with Clause22.5 (*Procedure for transfer*).

(b)                               Theproposed Transfer Date is[                   ].

(c)                                TheFacility Office and address, fax number and attention details for notices ofthe New Lender for the purposes of Clause 29.2 (*Addresses*) are set out in the Schedule.

**3****                                     **TheNew Lender expressly acknowledges the limitations on the Existing Lender’sobligations set out in paragraph (c) of Clause 22.4 (*Limitation of responsibility of Existing Lenders*).

**4****                                     **ThisTransfer Certificate may be executed in any number of counterparts and this hasthe same effect as if the signatures on the counterparts were on a single copyof this Transfer Certificate.

**5****                                     **ThisTransfer Certificate is governed by English law.

66

----

**THE SCHEDULECommitment/rights and obligations to be transferred**

[insertrelevant details]

[FacilityOffice address, fax number and attention details for notices and accountdetails for payments.]

[Existing Lender]                                                                                                         [NewLender ]

By:                                                                                                                                 By:

This Transfer Certificate is acceptedby the Agent and the Transfer Date is confirmed as [                   ].

ING Bank N.V., London Branch

By:

67

----

**SCHEDULE5Form of Compliance Certificate**

To:                        INGBank N.V., London Branch as Agent

From:                    MobileTeleSystems Finance S.A.

Dated:

Dear Sirs

**Mobile TeleSystems Finance S.A.— US$150,000,000 FacilityAgreementdated [                   ](the “Agreement”)**

We refer to the Agreement. This is aCompliance Certificate. Terms defined in the Agreement have the same meaning inthis Compliance Certificate unless given a different meaning in this ComplianceCertificate.

**1****                                     **[Weconfirm that no Default is continuing.]*

**2****                                     **Weconfirm that the ratio of Borrowings as at the end of the Relevant Periodending on [•] to EBITDA in respect of such Relevant Period, was[•].

**3****                                     **Weconfirm that the ratio of EBITDA to Interest Expense for  the Relevant Period ending on [•], was[•].

 
| Signed: . . . . . . . . . .  . . . . . . . . . . . . . . . . . . . . . . . . . . |   |
|----------------------------------------------------------------------------------|--------|
|                                                                             |   |
| [Chief Financial  Officer] of Mobile TeleSystems Finance S.A.               |   |
|                                                                             |   |

 

**insert applicable certification language*

We have reviewed the FacilityAgreement and audited consolidated financial statements of Mobile TeleSystemsFinance S.A. for the year ended [                   ].

On the basis of that review andaudit, nothing has come to our attention which would require any modificationto the confirmations in paragraphs 2 or 3 of the above Compliance Certificate.

..............................

for and on behalf of

*name of auditors of*Mobile TeleSystemsFinance S.A.

----

*                                      Ifthis statement cannot be made, the certificate should identify any Default thatis continuing and the steps, if any, being taken to remedy it.

68

----

**The Borrower**

**Mobile TeleSystems Finance S.A.**

Address:

Fax No:

Attention:

 
| By:    |   |   |   |
|--------|--------|--------|--------|
| Name:  |   |   |   |
| Title: |   |   |   |

 

**The Mandated Lead Arranger**

ING BankN.V.
| By:    |   |   |   |
|--------|--------|--------|--------|
| Name:  |   |   |   |
| Title: |   |   |   |

** **

**The Original Lender**

ING(Ireland) Ltd.
| By:    |   |   |   |
|--------|--------|--------|--------|
| Name:  |   |   |   |
| Title: |   |   |   |

 

69

----

**The Agent**

ING BankN.V., London Branch
| Address:   |   | 60 London Wall          |   |
|------------|--------|-------------------------|--------|
|       |   | London EC2M 5TQ         |   |
|       |   |                    |   |
| Fax:       |   | +44 207 767 7324        |   |
|       |   |                    |   |
| Attention: |   | David Hobbs/Craig Baker |   |
|       |   | Agency Operations       |   |

 
| By:    |   |   |   |
|--------|--------|--------|--------|
| Name:  |   |   |   |
| Title: |   |   |   |

 

70

----