**Exhibit 4.50**

 

**CREDIT AGREEMENT**

###### Dated 25 November 2005

between

OJSC Mobile TeleSystems, Russian Federation

as Borrower

and

# HSBC Bank plc

ING Bank Deutschland AG

Bayerische Landesbank

# as Mandated Lead Arrangers and Lenders

 

# and

# ING Bank Deutschland AG

asFacility Agent

and

HSBCBank plc

asHermes Agent

 

1

----

 

Tableof Contents

 

 

 

Preamble

 

Clause

 
| 1.  |   | Definitions and Interpretations                                            |   | 5  |
|-----|--------|----------------------------------------------------------------------------|--------|----|
| 2.  |   | Amount and  Purpose of the Credits                                         |   | 8  |
| 3.  |   | Disbursements  / Reimbursements                                            |   | 12 |
| 4.  |   | Conditions  Precedent to Disbursements / Reimbursements                    |   | 13 |
| 5.  |   | Interest Periods, Interest, Increased Costs                                |   | 15 |
| 6.  |   | Fees                                                                       |   | 17 |
| 7.  |   | Calculation of Periods                                                     |   | 18 |
| 8.  |   | Repayment and Prepayment                                                   |   | 18 |
| 9.  |   | Payments                                                                   |   | 19 |
| 10. |   | Taxes, Levies, Duties and Other Costs                                      |   | 20 |
| 11. |   | Guarantee of the Federal Republic of Germany for tied Buyer’s Credits |   | 23 |
| 12. |   | Suspension of Disbursement, Payments Immediately Due (Events of  Default)  |   | 24 |
| 13. |   | Representations and Warranties                                             |   | 26 |
| 14. |   | Financial Statements, Information and Undertakings (Covenants)             |   | 26 |
| 15. |   | Assignability                                                              |   | 29 |
| 16. |   | Statements and Notices                                                     |   | 29 |
| 17. |   | Miscellaneous                                                              |   | 30 |
| 18. |   | Currency Indemnity                                                         |   | 30 |
| 19. |   | Applicable Law, Place of Performance and Jurisdiction                      |   | 31 |
| 20. |   | General Provisions                                                         |   | 31 |

 

 

2

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**Annexes to the CreditAgreement**

 

 
| 1a – 1f |   | Certificates for Disbursement and Reimbursement and  Request for a fixed interest rate                                                                                                                       |
|--------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2            |   | Confirmation  of Coming into Force of the Export Contracts / Additional Export Contract                                                                                                                      |
| 3a - 3b      |   | Confirmation  of Mean-weighted Date of Delivery of Equipment and License Products in  relation to the Export Contract / in relation to the Additional Export  Contract / in relation to the Export Contracts |
| 4            |   | Specimen  Signature List of the Borrower                                                                                                                                                                     |
| 5            |   | Form for  Appointment of Agent for Service of Process to the Credit Agreement                                                                                                                                |

 

 

3

----

 

This Agreement is made by and between:

 

OJSC Mobile TeleSystems, Moscow, Russian Federation(the “Borrower”)

 

 and

 

HSBC Bank plc, London, United Kingdom

 

and

 

ING Bank Deutschland AG, Frankfurt am Main, FederalRepublic of Germany

 

and

 

Bayerische Landesbank, München, Federal Republic ofGermany (each a “Lender” and together the “Lenders”).

 

and

 

INGBank Deutschland AG., as Facility Agent (the “Facility Agent”)

 

and

 

HSBCBank plc, as Hermes Agent (the “Hermes Agent”).

 

Preamble

 
| A.     |   | On 18 November 2004 the Borrower concluded an  amendment to the delivery contract number # 43-525 dated 28 May 2004  providing for an increase to the contract value of USD150,000,000 and on 21  September 2005 the Borrower concluded a delivery contract number 43-625 for  an amount of USD70,000,000 (individually the “Amended Export Contract” and  the “Export Contract” respectively and together the “Export Contracts”) with  Alcatel SEL AG, Stuttgart, Federal Republic of Germany (the “Exporter”) for  the delivery of telecommunication equipment and provision of license products  as described in the Export Contracts.                                                                                                   |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |
| B.     |   | The total contract value of the equipment to be  delivered and license products to be provided under the Export Contracts  amounts to USD 220,000,000 (the “Total Contract Values”).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |
| C.     |   | According to the Export Contracts the delivery of  equipment and provision of license products shall be made through the  placement of individual orders by way of documents of intent signed by  authorised representatives of the Borrower and Exporter, drawn up by the  Borrower and accepted for execution by the Exporter. Such orders must be  placed by the Borrower with the Exporter under (i) the Amended Export  Contract between 6 November 2004 and 30 June 2006 and (ii) under the Export  Contract between 21 September 2005 and 31 December 2005. Local services  (including but not limited to installation, commissioning and transportation  to site) and locally procured supplies will be provided by Alcatel ZAO and  are not subject of financing hereunder. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |
| D.     |   | The value of the orders expected to be made by the  Borrower under the Export Contracts until 31 December 2005 or such later date  as may be agreed between the Borrower and the Exporter amount to USD  133,800,671 being made of USD 82,500,671 in respect of the Amended Export  Contract and USD 51,300,000 in respect of the Export Contract and is to be  paid, according to the terms of the Export Contracts, as follows:                                                                                                                                                                                                                                                                                                                                                    |

 

 

4

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|   |   | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | 15% down payments                                                                                                                                                                                                                                                                                                                                                                            |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | 85% of the value of each delivery or service (the  “Partial Contract Value”)provided  that a tied buyer’s credit is available for financing of the Partial Contract  Value, pro rata to deliveries of equipment/provision of license products  within 15 or 60 calendar days as specified in the Export Contracts as  applicable from the date of such deliveries/provisions. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                                                                                                                         |
| E.     |   | The Borrower and the Exporter may also agree to  enter into a further contract for the supply of additional telecommunications  equipment and/or additional license products or to make additional orders  under the Export Contracts(in either case the “Additional Export Contract”)  up to the Total Contract Value, the financing terms of which may provide for  additional payments partially being made under the terms of this Credit  Agreement. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                                                                                                                         |
| F.     |   | The total additional contract value of further  deliveries to be made or further license products to be provided under the  Additional Export Contract (if such Additional Export Contract is agreed) is  expected to amount up to USD 18,700,000 (the “Total Additional Contract  Value”).                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                                                                                                                         |
| G.     |   | The terms of the Additional Export Contract (if  agreed) are expected to enable deliveries to be made or license products to  be provided through a further series of purchase orders to be issued during  2006.                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |                                                                                                                                                                                                                                                                                                                                                                                         |
| H.     |   | The Total Additional Contract Value (if the  Additional Export Contract is agreed) is expected to consist of 15%  downpayments and a portion of 85% as partial additional contract value (the  “Partial Additional Contract Value”) to be financed hereunder at the option  of the Borrower, subject to the agreement of Hermes (as defined below) and  the Lenders.                                                                                      |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |        |                                                                                                                                                                                                                                                                                                                                                                                              |  |  |

 

Thisbeing premised, it is hereby agreed as follows:

 

1.                             Definitions and Interpretations

 
| Additional Export Contract   |   | means an additional contract which may be entered  into between the Borrower and the Exporter or additional deliveries to be  made or license products to be provided under the Export Contracts as defined  in Article E of the Preamble |
|------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                         |   |                                                                                                                                                                                                                                      |
| Additional Insurance Premium |   | means the premium as defined in Clause 11.3                                                                                                                                                                                               |
|                         |   |                                                                                                                                                                                                                                      |
| Additional Repayment Date    |   | means the date(s) as defined  in Clause 5.1 d)                                                                                                                                                                                            |
|                         |   |                                                                                                                                                                                                                                      |
| Affiliate                    |   | means, in relation to any person a Subsidiary of  that person, or a Holding Company of that person, or any other Subsidiary of  that Holding Company                                                                                      |
|                         |   |                                                                                                                                                                                                                                      |
| Agent for Service of Process |   | means the person or entity as defined in Clause 19.4                                                                                                                                                                                      |
|                         |   |                                                                                                                                                                                                                                      |
| Agreed Currency              |   | means the currency as defined in Clause 18                                                                                                                                                                                                |
|                         |   |                                                                                                                                                                                                                                      |
| Banking Day                  |   | means a day (other than Saturday or Sunday) on which  banks are generally open for business in London, Moscow, Frankfurt am Main  and Munich                                                                                              |
|                         |   |                                                                                                                                                                                                                                      |
| Borrower                     |   | means OJSC Mobile TeleSystems, 4 Marksistskaya  Street, Moscow 109147, Russian FederationPayment details:  foreign currency account No. 40702840500001001817                                                                         |

 

 

5

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|                  |   | with ING Bank (Eurasia) ZAO, Moscow 127473, Krasnoproletarskaya  Str., 36 SWIFT code INGBRUMM                                                                                                                                                                                                                     |
|-----------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                  |   |                                                                                                                                                                                                                                                                                                              |
| Credit A              |   | means the principal amount as specified in Clause  2.1 already disbursed and/or still to be disbursed as the context requires  and shall include each of Tranche 1 and Tranche 2                                                                                                                                  |
|                  |   |                                                                                                                                                                                                                                                                                                              |
| Credit B              |   | means the principal amount as specified in Clause  2.1 already disbursed and/or still to be disbursed as the context requires  and shall include each of Tranche 3 and Tranche 4                                                                                                                                  |
|                  |   |                                                                                                                                                                                                                                                                                                              |
| Credit or Credits     |   | means the aggregate principal amount as specified in  Clause 2.1 already disbursed and/or still to be disbursed as the context  requires and “Credits” shall include Credit A and Credit B                                                                                                              |
|                  |   |                                                                                                                                                                                                                                                                                                              |
| Credit Agreement      |   | means this agreement                                                                                                                                                                                                                                                                                              |
| Export Contracts      |   | means the contracts between the Borrower and the  Exporter defined in Article A of the Preamble                                                                                                                                                                                                                   |
|                  |   |                                                                                                                                                                                                                                                                                                              |
| Exporter              |   | means  Alcatel SEL AG, Lorenzstrasse. 10, 70435Stuttgart,  Federal Republic of Germany                                                                                                                                                                                                                            |
|                  |   |                                                                                                                                                                                                                                                                                                              |
| Facility Agent        |   | means ING Bank Deutschland AG, Hahnstrasse 49,  Frankfurt am Main, Federal Republic of Germany                                                                                                                                                                                                                    |
|                  |   |                                                                                                                                                                                                                                                                                                              |
| Hermes                |   | means the German export credit agency Euler Hermes  Kreditversicherungs-AG, Hamburg, Federal Republic of Germany                                                                                                                                                                                                  |
|                  |   |                                                                                                                                                                                                                                                                                                              |
| Hermes Agent          |   | means HSBC Bank plc, 8 Canada Square, London E14  5HQ, United Kingdom                                                                                                                                                                                                                                             |
|                  |   |                                                                                                                                                                                                                                                                                                              |
| Holding Company       |   | means, in relation to a person, any other person in  respect of which it is a Subsidiary                                                                                                                                                                                                                          |
|                  |   |                                                                                                                                                                                                                                                                                                              |
| Insurance Agreement   |   | means the agreement as per Clause 11.1                                                                                                                                                                                                                                                                            |
|                  |   |                                                                                                                                                                                                                                                                                                              |
| Insurance Premium     |   | means the premium as defined in Clause 11.2                                                                                                                                                                                                                                                                       |
|                  |   |                                                                                                                                                                                                                                                                                                              |
| Interest Payment Date |   | means the date as defined in Clause 5.2.e)                                                                                                                                                                                                                                                                        |
|                  |   |                                                                                                                                                                                                                                                                                                              |
| Interest Period(s)    |   | means the period(s) as defined in Clause 5.1                                                                                                                                                                                                                                                                      |
|                  |   |                                                                                                                                                                                                                                                                                                              |
| Judgement Currency    |   | means the currency as defined in Clause 18                                                                                                                                                                                                                                                                        |
|                  |   |                                                                                                                                                                                                                                                                                                              |
| Lender(s)             |   | means HSBC Bank plc, 8 Canada Square, London E14  5HQ, United KingdomPayment  details: SWIFT MRMDUS33, account number 000-023868 held with HSBC Bank USA,  New York, in favour of HSBC Bank plc, London, SWIFT MIDLGB22 account number  36677449 in the name of Project and Export Finance quoting ref 53M/FC1078 |

 

 

6

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|                               |   | andING  Bank Deutschland AG, Hahnstrasse 49, 60606 Frankfurt am Main, Federal  Republic of GermanyPayment  details: SWIFT CHASUS33, account number 0011048220 in favour of ING Belgium  SWIFT BBRUBEBB account number 301040407777 in favour of ING Bank Deutschland  AG / SWIFT INGBDEFF quoting SEF / MTS AlcatelandBayerische  Landesbank, Department 6422, Brienner Strasse 18, D-80333 München, Federal  Republic of GermanyPayment  details: In favour of Bayerische Landesbank / SWIFT — code BYLADEMM account  number: 2000193534122 held with: Wachovia Bank NA, New York / SWIFT — code  PNBPUS3NNYC quoting ref:: 6422 — KANR 76050895 / Russland / MTS - Alcatel |
|------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| LIBOR                              |   | means the interest rate as defined in Clause 5.2.a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Margin                             |   | means the margin as defined in Clause 5.2.a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Partial Contract Value             |   | means the part of the value of deliveries made or  license products provided as defined in Article D of the Preamble                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Partial Additional Contract  Value |   | means the part of the value of deliveries made or  license products provided as defined in Article H of the Preamble                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Passport Bank                      |   | means ING Bank Eurasia ZAO,  36, Krasnoproletarskaya ulitsa, 127473 Moscow, Russian Federation or such  other bank as approved by the Facility Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Reference Banks                    |   | means the London Offices of HSBC Bank plc and ING  Bank Deutschland AG and Bayerische Landesbank                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Repayment Date(s)                  |   | means the date(s) as defined in Clause 5.1.d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Special Payment Procedure          |   | means the special payment procedure provided for  under a certain disbursement facility agreement to be entered into by and  between the Borrower, the Facility Agent and the Passport Bank                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Subsidiary                         |   | means an entity from time to time of which a person  has direct or indirect control or owns directly or indirectly more than 50% of  the share capital or similar right of ownership                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Supplemental Insurance  Agreement  |   | means the supplemental agreement as per Clause 11.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Total Assets                       |   | means the book value of the consolidated total  assets of the Borrower as determined by reference to the Borrower’s most  recent annual consolidated balance sheet delivered in accordance with Clause  14 a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Total Contract Value               |   | means the aggregate price agreed upon in the Ex­port  Contracts for delivery of equipment and provision of license products  thereunder as defined in Article B of the Preamble                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

 

 

7

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| Total Additional Contract  Value |   | means the aggregate price agreed upon in the  Additional Ex­port Contract for deliveries to be made and licensed products  provided thereunder as defined in Article F of the Preamble                                                                                                   |
|----------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                             |   |                                                                                                                                                                                                                                                                                          |
| Tranche 1                        |   | means the part of Credit A as defined in Clause  2.2.a) hereof                                                                                                                                                                                                                                |
|                             |   |                                                                                                                                                                                                                                                                                          |
| Tranche 2                        |   | means the part of Credit A as defined in Clause  2.2.b) hereof                                                                                                                                                                                                                                |
|                             |   |                                                                                                                                                                                                                                                                                          |
| Tranche 3                        |   | means the part of Credit B as defined in Clause  2.2.c) hereof                                                                                                                                                                                                                                |
|                             |   |                                                                                                                                                                                                                                                                                          |
| Tranche 4                        |   | means the part of Credit B as defined in Clause  2.2.d) hereof                                                                                                                                                                                                                                |
|                             |   |                                                                                                                                                                                                                                                                                          |
| Tranches                         |   | means, collectively, Tranche 1 and Tranche 2 and, if  applicable Tranche 3 and Tranche 4 as defined in Clause 2.2                                                                                                                                                                             |
|                             |   |                                                                                                                                                                                                                                                                                          |
| UMC                              |   | means Closed Joint Stock Company “Ukrainian Mobile  Communications”, 15 Leiptsyzka Street, Kyiv, 01015, Ukraine                                                                                                                                                                     |
|                             |   |                                                                                                                                                                                                                                                                                          |
| UMC Litigation                   |   | means any of the claims, proceedings (present of  future) and causes of action involving the Borrower, and/or any Affiliate  thereof (including UMC) relating to or arising out of the sale of UMC to the  Borrower, or the acquisition, reorganization or ownership of UMC by the  Borrower. |
|                             |   |                                                                                                                                                                                                                                                                                          |
| USD                              |   | means the lawful currency of the United States of  America                                                                                                                                                                                                                                    |

 

 
| 2.     |   | Amount and Purpose of the Credits                                                                                                                                                                                                                                                                               |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                            |
| 2.1    |   | The Lenders grant to the Borrower a credit in an  aggregate amount of up to:                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                            |
|   |   | USD  123,797,863

(in words: United States Dollars one hundred and  twenty three million seven hundred and ninety seven thousand eight hundred  and sixty three)

(“Credit  A”)                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                            |
|   |   | With reference to the Additional Export Contract,  and subject to the agreement of Hermes, the Lenders may elect in their  absolute and free discretion to grant to the Borrower upon its written  request a further credit in an aggregate amount of up to:                                                    |
|   |   |                                                                                                                                                                                                                                                                                                            |
|   |   | USD  17,311,827

(in words: United States Dollars seventeen million  three hundred and eleven thousand eight hundred and twenty seven)

(“Credit  B”)                                                                                                                                                 |
|   |   | It is hereby agreed and understood by the Borrower  and the Lenders that the Lenders, by entering into this Credit Agreement, do  not assume any commitment to grant Credit B but that the granting of such  Credit B is at their sole discretion and will only materialise upon the  Lenders written approval. |
|   |   |                                                                                                                                                                                                                                                                                                            |
|   |   | Credit A and Credit B shall  hereinafter be referred to individually as a “Credit” or collectively as  “Credits”.                                                                                                                                                                           |

 

8

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| 2.2    |   | Credits shall consist of:                                                                                                                                                                                                                           |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                |
|   |   | a)                                                                                                                                                                                                                                                  |   | Tranche 1 in an amount of USD 113,730,570 (in words:  United States Dollars one hundred and thirteen million seven hundred and  thirty thousand five hundred and seventy) which shall be available for the  financing of the Partial Contract Value either (i) still due and payable to  the Exporter resulting from delivery of equipment/provision of license  products under the Export Contracts, or (ii) payable to the Borrower  resulting from delivery of equipment/provision of license products under the  Export Contracts for which payment has been made, directly by the Borrower to  the Exporter; and |
|   |   |                                                                                                                                                                                                                                                |   |   |
|   |   | b)                                                                                                                                                                                                                                                  |   | Tranche 2 in an amount of USD 10,067,293 (in words:  United States Dollars ten million sixty seven thousand and two hundred and  ninety three) which shall be available for the financing of up to 100% of the  Insurance Premium for cover of the Lenders’ payment claims under the  Insurance Agreement as per Clause 11.1 paid or payable by the Lenders through  the Facility Agent to Hermes; and if so applicable |
|   |   |                                                                                                                                                                                                                                                |   |   |
|   |   | c)                                                                                                                                                                                                                                                  |   | Tranche 3 in an amount of up to USD 15,895,000 (in  words: United States Dollars fifteen million eight hundred and ninety five  thousand) which shall be available for the financing of the Partial  Additional Contract Value either (i) still due and payable to the Exporter  resulting from delivery of equipment under the Additional Export Contract, or  (ii) payable to the Borrower resulting from delivery of equipment under the  Additional Export Contract for which payment has been made directly by the  Borrower to the Exporter; and |
|   |   |                                                                                                                                                                                                                                                |   |   |
|   |   | d)                                                                                                                                                                                                                                                  |   | Tranche 4 in an amount of USD 1,416,827 (in words: United  States Dollars one million four hundred and sixteen thousand eight hundred  and twenty seven) which shall be available for the financing of up to 100% of  the Additional Insurance Premium for cover of the Lenders’ payment claims  under the Supplemental Insurance Agreement as per Clause 11.1 paid or payable  by the Lenders through the Facility Agent to Hermes; |
|   |   |                                                                                                                                                                                                                                                |   |   |
|   |   | unless otherwise stipulated hereinafter, any  reference in this Credit Agreement to the Credit shall include the Tranches  applicable to that Credit, and to Credits or to credit amounts or to any  other similar term shall include the Tranches. |

 

 

9

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| 2.3 |   | The amounts borrowed under this Credit Agreement are  exclusively available (i) provided that payment of the Partial Contract Value  for delivery of equipment/provision of licensed products has been effected by  the Borrower to the Exporter prior to fulfilment of all conditions precedent  to disbursements / reimbursements under Clause 4 of this Credit Agreement or  waiver thereof by the Lenders by means of payment from sources other than  this Credit Agreement, for reimbursement thereof to the Borrower; (ii) with  effect from the date of fulfilment of all conditions precedent to  disbursements / reimbursements under this Credit Agreement or waiver thereof  by the Lenders, for reimbursement to the Borrower in the amount of the  Partial Contract Value resulting from delivery of equipment or provision of  license products under the Export Contracts for which payment  has been made directly by the Borrower to  the Exporter; (iii) with effect from the date of fulfilment of all conditions  precedent to disbursements / reimbursements under this Credit Agreement or  waiver thereof by the Lenders, for the payment of sums due to the Exporter in  the amount of the Partial Contract Value resulting from delivery of  equipment/provision of license products under the Export Contracts; (iv) for  reimbursement to the Borrower of up to 100% of the Insurance Premium paid by  the Borrower to the Lenders through the Facility Agent; (v) in respect of the  additional financing of Credit B if so required by the Borrower, and subject  to the agreement of Hermes and the Lenders, for reimbursement to the Borrower  in the amount of the Partial Additional Contract Value resulting from further  delivery of equipment/provision of license products under the Additional  Export Contract for which payment has been made directly by the Borrower to  the Exporter; (vi) in respect of the optional financing of Credit B if so  required by the Borrower, and subject to the agreement of Hermes and the  Lenders, for the payment of sums due to the Exporter in the amount of the  Partial Additional Contract Value resulting from delivery of  equipment/provision of license products under the Additional Export Contract;  and (vii) in respect of the additional financing of Credit B if so required  by the Borrower, and subject to the agreement of Hermes and the Lenders, for  reimbursement to the Borrower of up to 100% of the Additional Insurance  Premium paid by the Borrower to the Lenders through the Facility Agent. |
|-----|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

 

10

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| 2.4    |   | Upon and subject to the terms and conditions of this  Credit Agreement each of the Lenders shall participate in each disbursement  or reimbursement of the Credits in the proportion of its maximum liability  mentioned in this Clause 2.4 as percentage of the maximum credit amounts  mentioned in Clause 2.1 hereof.                                                                                                                                                                                                                        |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   | HSBC Bank plc

8 Canada Square

London E14 5HQ

United Kingdom                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   | Credit A

35%, max. USD 43,329,252.05

(in words: United States Dollars forty three million

three hundred and twenty nine thousand two hundred  and fifty two cents five) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | Credit B (additional financing)  35%, max. USD 6,059,139.45  (in words: United States Dollars six million fifty nine thousand one hundred  and thirty nine cents forty five ) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
|   |   | ING  Bank Deutschland AG 

Hahnstrasse  49

Frankfurt am Main 

Federal Republic of Germany                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | Credit A

35%, max.  USD 43,329,252.05

(in words:  United States Dollars forty three million

three hundred and twenty nine thousand two hundred  and fifty two cents five) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | Credit B (additional financing)  35%, max. USD 6,059,139.45  (in words: United States Dollars six million fifty nine thousand one hundred  and thirty nine cents forty five ) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
|   |   | Bayerische Landesbank

Department 6422

Brienner Strasse 18

D – 80333 München

Federal Republic of Germany                                                                                                                                                                                                                                                                                                                                                                                                                           |   | Credit A

30%, max. USD 37,139,358.90

(in words: United States Dollars thirty seven

million one hundred and thirty nine thousand three

hundred and fifty eight cents ninety) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | Credit B (additional  financing)  30%, max. USD 5,193,548.10  (in words: United States Dollars five million one hundred and ninety three  thousand five hundred and forty eight cents ten) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
| 2.5    |   | The Credit shall be made  available under exclusion of any joint liability. Therefore, each of the  Lenders shall only be responsible for the fulfilment of its own obligations  and shall not be liable for the fulfilment of the obligations of the other  Lenders under this Credit Agreement. The failure of any of the Lenders to  provide funds according to its obligation under this Credit Agreement shall  neither release the other Lenders nor the Borrower from any of their  respective obligations towards each other hereunder. |

 

 

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| 3.     |   | Disbursements /  Reimbursements                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.1    |   | Tranche 1  (and if applicable, Tranche 3) shall be disbursed in credit portions directly  to the Borrower or, as the case may be, the Exporter to such account and to  such financial institution as specified by the Borrower or, as the case may  be, the Exporter to the Facility Agent.                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   | The  Borrower hereby irrevocably agrees that - under Clause 3.2.b) below - only  the Exporter shall have the exclusive right to request payments under Tranche  1 (and if applicable, Tranche 3) and that such direct payments to the  Exporter will constitute disbursements of Tranche 1 (and if applicable,  Tranche 3) to the Borrower under this Credit Agreement.                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.2    |   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | In the  event that prior to or after fulfilment of the conditions precedent to  disbursements / reimbursements under the Credit Agreement or the waiver  thereof by the Facility Agent acting on behalf of the Lenders, payments are  made by the Borrower to the Exporter in the amount or amounts of the  respective Partial Contract Value (or Partial Additional Contract Value) out  of funds other than out of this Credit Agreement in and towards satisfaction  and fulfilment of sums due to the Exporter resulting from the Export  Contracts, then reimbursements under Tranche 1 (and if applicable, Tranche 3)  will be made by the Lenders through the Facility Agent against presentation  by the Borrower to the Facility Agent of a certificate as per Annex 1a or 1d  hereto in an amount or amounts equal to the aggregate principal amount or  amounts of such payments in the maximum amount of the respective Partial  Contract Value (or Partial Additional Contract Value) to the Borrower to such  account as specified by the Borrower to the Facility Agent. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |
|   |   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | With effect  from the date of fulfilment of all conditions precedent to disbursements /  reimbursements under this Credit Agreement or the waiver thereof by the  Facility Agent acting on behalf of the Lenders, Tranche 1 (and if applicable,  Tranche 3) shall be disburseddirectly to the Exporter on a pro rata basis  against delivery of equipment/provision of license products in an amount  equal to 85% of the value of such deliveries/provision of license products  only upon presentation by the Exporter to the Facility Agent of a certificate  as per Annex 1b hereof and of the following documents***:*** |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | In case of  delivery of equipment |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | - | a copy of  the commercial invoice issued by the Exporter; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | - | CMR or  airway bill or post/courier receipt, as the case may be relating to such  equipment. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | In case of  provision of license products |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | - | a copy of  the commercial invoice issued by the Exporter; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | - | a copy of  the written notice sent by the Exporter to the Borrower confirming the  granting of the license products. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |
|   |   | The  Facility Agent shall accept and make disbursements against the aforementioned  documents as they are being presented to it without any obligation of  examination thereof; in particular the Facility Agent shall not be obliged to  verify whether or not any documents delivered to it under this Clause 3.2.b)  are in compliance with the Uniform Customs and Practices for Documentary  Credits, 1993 Revision, ICC Publication No. 500. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |   |
| 3.3    |   | Disbursements  / reimbursements under Tranche 1 (and if applicable, Tranche 3) as per Clause  3.2 shall be made in minimum amounts of USD 1,000,000.00 provided, however,  that, in the event that 85% of the value of any documents presented to the  Facility Agent during a calendar month for                                                                                                                                                  |

 

 

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|   |   | disbursements  under Tranche 1 (and if applicable, Tranche 3) or the amount mentioned in a  reimbursement certificate as per Annex 1a or 1d, as the case may be, is less  than the aforementioned minimum amount, disbursements or reimbursements under  Tranche 1 (and if applicable, Tranche 3) will be made at the end of the  relevant calendar month in one amount equal to 85% of the aggregate value of  all documents or equal to the aggregate value of all certificates, as the  case may be, received by the Lenders during that month in relation to which  disbursements or reimbursements under Tranche 1 (and if applicable, Tranche  3) have not previously been made.                                                                                                                                                                                                                                                                   |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |
| 3.4    |   | Disbursement  under Tranche 2 (and if applicable, Tranche 4) for the financing of up to  100% of the Insurance Premium (or as the case may be, the Additional  Insurance Premium) shall in either event, whether the Insurance Premium has  become due and payable prior to or after the fulfilment of all conditions  precedent to disbursements / reimbursements under this Credit Agreement or  the waiver thereof by the Facility Agent, acting on behalf of the Lenders,  and provided that the Borrower has paid the total amount of the Insurance  Premium (or the Additional Insurance Premium) to the Facility Agent as per  Clause 11.2 hereof, be made without any request or action by the Borrower  upon fulfilment of the conditions precedent to disbursements / reimbursements  or waiver thereof by the Lenders through the Facility Agent to the Borrower  to such account as will be specified by the Borrower to the Facility Agent. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 3.5    |   | Each  disbursement or reimbursement of the Credits or any portion thereof under  this Credit Agreement shall be made at the latest on the 5th  Banking Day after all conditions precedent applicable to such disbursement or  reimbursement pursuant to Clause 4 hereof have been fulfilled or waived, as  the case may be, and provided that the Lenders through the Facility Agent  have not exercised any of their rights under Clause 12 hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 3.6    |   | Unless  otherwise instructed by Hermes, the Lenders may (but are not obliged to do  so) refuse to disburse the Credits or any portion thereof after the due date  of the first repayment instalment laid down in Clause 8 hereof. The Credits  will then be reduced by the corresponding amount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 3.7    |   | The  Borrower may - in case of disbursements according to Clause 3.2.b) - only  waive disbursement of the Credits, in full or in part, with the prior written  consent of the Lenders and the Exporter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.     |   | Conditions  Precedent to Disbursements / Reimbursements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.1    |   | In  relation to Credit A                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   | The first  disbursement or reimbursement under Credit A of this Credit Agreement shall  be conditional upon the Facility Agent having received the following  documents free of expense in form and substance satisfactory to the Lenders:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | a legal opinion to be issued by Freshfields  Bruckhaus Deringer, Moscow, Russian Federation; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |
|   |   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | a written  confirmation in accordance with Annex 2 hereof certifying that the Export  Contracts have come into force; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |
|   |   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | a specimen signatures list as per Annex 4 hereof  with the specimen signatures of such persons authorised by the Borrower to  act on its behalf in connection with this Credit Agreement and such other  documents which, pursuant to mandatory provisions under German, Dutch or  English law, are required by the Lenders and/or the Facility Agent to open  and to maintain a credit account on behalf of the Borrower such documents to  be specified by the Lenders and/ or the Facility Agent without any undue  delay in writing; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |
|   |   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | a copy of the executed Export Contracts; |

 

 

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|   |   | e)                                                                                                                                                                                                                                                                                                                                                                                                     |   | an undertaking by the Exporter in favour of the  Lenders with regard to certain risks and obligations not covered by the  Insurance Agreement as per Clause 11.1 hereof;                                                                                                                                                                                                                                               |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   | f)                                                                                                                                                                                                                                                                                                                                                                                                     |   | a certificate as per Annex 1a, 1b, 1c, 1d or 1e , as  the case may be;                                                                                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   | g)                                                                                                                                                                                                                                                                                                                                                                                                     |   | confirmation issued by the  Passport Bank certifying its appointment by the Borrower as Passport Bank;                                                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   | h)                                                                                                                                                                                                                                                                                                                                                                                                     |   | evidence that the down payment referred to in  Article D of the Preamble has been made to the Exporter by the Borrower; and                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   | i)                                                                                                                                                                                                                                                                                                                                                                                                     |   | such other certificates and documentation and other  evidence reasonably requested by the Lenders in order for them to carry out  and be satisfied with the results of all necessary “know your customer” or  similar requirements, including those reasonably required to ensure  compliance with money laundering procedures in their relevant jurisdictions.                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   | In relation to Credit  B (if applicable)                                                                                                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   | The first disbursement or reimbursement under Credit  B of this Credit Agreement shall be conditional upon the Facility Agent  having received the following documents free of expense in form and substance  satisfactory to the Lenders:                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   | a)                                                                                                                                                                                                                                                                                                                                                                                                     |   | a written confirmation issued by Freshfields  Bruckhaus Deringer, Moscow, as Lenders’ counsel confirming that the original  legal opinion rendered under Clause 4.1.a) above is applicable mutatis  mutandis to this Credit Agreement as increased by Credit B, such confirmation  stating inter alia that all necessary permits, authorisations and  registrations in the Russian Federation have been obtained; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   | b)                                                                                                                                                                                                                                                                                                                                                                                                     |   | a copy of the executed Additional Export Contract;                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   | c)                                                                                                                                                                                                                                                                                                                                                                                                     |   | a written confirmation in accordance with Annex 2  hereof certifying that the Additional Export Contract has come into force;  and                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   | d)                                                                                                                                                                                                                                                                                                                                                                                                     |   | an undertaking by the Exporter in favour of the  Lenders with regard to certain risks and obligations not covered by the  Supplemental Insurance Agreement as per Clause 11.1 hereof.                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.2    |   | Furthermore, the first disbursement or reimbursement  under Credit A or, if applicable Credit B, is conditional upon receipt by the  Lenders of the following payments:                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   | a)     | payment of the fee as per  Clause 6.2 hereof in the case of Credit A and, payment of  additional fees pursuant to Clause 6.4  hereof in the case of Credit B;                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   | b)     | payment of 100% of the Insurance Premium and, as the  case may be, 100% of the Additional Insurance Premium;                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.3    |   | Moreover, the first  disbursement under this Credit Agreement by way of direct disbursement to the  Exporter as per Clause 3.2.b) is subject to such disbursement procedure being  in full and strict compliance with the Russian laws (in particular but not  limited to the Law on Currency Regulation and Currency Control dated 10  December 2003); such compliance to be evidenced to the Lenders |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                                        |        |                                                                                                                                                                                                                                                                                                                                                                                                                        |  |  |

 

 

14

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|   |   | in form and substance  satisfactory to the Lenders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4.4    |   | Each reimbursement under Tranche 1 or Tranche 3 as per Clause 3.2. a)  hereof is furthermore subject to evidence satisfactory to the Lenders that  payments were made by the Borrower for deliveries of equipment/provision of  license products under the Export Contracts or the Additional Export  Contract, as the case may be, and have been received by the Exporter in  amounts corresponding to those mentioned in the relevant reimbursement  certificate in form and substance as per Annex 1a or 1d, as the case may be,  hereto. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4.5    |   | Each disbursement or reimbursement under this Credit Agreement is  subject to the condition that the Insurance Agreement and, as the case may  be, the Supplemental Insurance Agreement, as per Clause 11.1 is in full force  and effect and covers the Lenders’ claims under this Credit Agreement.                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4.6    |   | The Lenders through the Facility Agent shall together be entitled to  waive any one or more of the aforementioned conditions precedent to  disbursements / reimbursements as the Lenders at their sole discretion deem  fit, whereupon — unless otherwise notified in writing by the Facility Agent  to the Borrower - any such condition precedent shall be deemed to constitute  a condition subsequent which the Borrower undertakes to satisfy within such  period of time which the Facility Agent may reasonably determine.       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4.7    |   | The Facility Agent will notify the Borrower and the Exporter without  delay in writing of the fulfilment of the conditions precedent to first  disbursement or reimbursement and, if applicable, conditions subsequent.                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 5.     |   | Interest Periods, Interest,  Increased Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 5.1    |   | For the purpose of  periodical calculation of interest and its pay­ment by the Borrower as  determined hereinafter, each interest period (the “Interest Period”) shall be  of a duration of 6 months, provided that:                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | the first Interest Period in  respect of the first disburse­ment or reimbursement shall commence on the  date of that disburse­ment or reimbursement and end 6 months after the date  of that disburse­ment or reimbursement subject to 5.1 d and 5.1 e below; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
|   |   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | the first Interest Period in  respect of any subsequent disbursement or reimbursement shall commence on the  date of that disbursement or reimbursement and end upon expiry of the then  current Interest Period relating to the respective Credit A or Credit B, as  the case may be***;*** |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
|   |   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | each subsequent Interest  Period shall commence on the expiry of the preceding Interest Period; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
|   |   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | any Interest Period which  would otherwise extend be­yond the due date of any repayment instalment pursu­ant  to Clause 8.1 of this Credit Agreement (any such repayment date hereinafter  re­ferred to as a “Repayment Date” or “Additional Repayment Date”, if  applicable) shall be shortened to the extent necessary to end upon such  Repayment Date or Additional Repayment Date, as the case may be; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
|   |   | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | any Interest Period which  would otherwise end on a day which is not a Banking Day shall end on the next  Banking Day unless the result of such extension would be to carry such  Interest Period over into another calendar month, in which event such  Interest Period shall end on the preceding Banking Day. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
| 5.2    |   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | Subject to Clause 5.2 d)  below, for as long as any principal amounts repayable under this Credit  Agreement remain outstanding, the Borrower shall pay to the Lenders through  the Facility Agent for each Interest Period on each credit amount outstanding  interest at a rate per annum to be the aggregate of (i) a margin of 0.30%  p.a. (in words zero point three zero per |

 

15

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|   |   |   |   | cent per annum) (the  “Margin”) and (ii) the London Interbank Offered Rate (“LIBOR”) relating to  such Interest Period (rounded upwards - if necessary - to a full month).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------|--------|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |   |   | LIBOR shall mean, in  relation to such Interest Period, the rate per annum determined by the  Facility Agent to be equal to the arithmetic mean (rounded upwards, if  necessary, to five decimal places) of the London interbank offered rates for  deposits of USD for a period equal to such period as are displayed at or  about 11.00 a.m. (London time) on the second Banking Day prior to the  commencement of such period on the relevant page on the Reuter Monitor Money  Rates Services (or such other page as may replace such page on such service  for the purpose of displaying London interbank offered rates of leading banks  for deposits of USD) or, if on such date the offered rates for the relevant  period of fewer banks than two leading banks are so displayed, as quoted to  the Facility Agent by each of the Reference Banks at the request of the  Facility Agent and calculated on the above mentioned basis. Interest (Margin  plus LIBOR), as specified under this Clause 5.2(a) in due from the Borrower  exclusively against delivery to the Borrower of the related invoices  (originals) and the original (apostilled and with notarised translation into  Russian) residency certificate for the Lenders and/or the Facility Agent,  depending on the Borrower’s request. Each Lender and the Facility Agent  hereby undertake prior to issuance of the relevant invoices to the Borrower  for the purposes of this Clause 5.2(a) to agree with the Borrower in written  correspondence on whether the Russian VAT shall apply to a receipt by, or  payment to the Lender(s) and/or the Facility Agent due from the Borrower  under this Clause 5.2(a), as may be required under the Russian law. |
|   |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   | b)     |   | The Facility Agent shall  promptly advise the Borrower in writing by letter or means of tele­communication  of the rate of interest determined from time to time as per Clause 5.2.a)  hereof and of the amount of interest to be paid at the end of the respective  Interest Period, provided that to the extent the interest rate determined by  the Facility Agent , as specified in Clause 5.2.b), is reasonable, proven and  objective, no failure by the Facility Agent to so advise the Borrower shall  relieve the Borrower from its payment obligations here­under.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   | c)     |   | The rate of interest as  stipulated in Clause 5.2.a) shall always apply without any further request,  communication or whatsoever as far and as long as no rate of interest is  appli­cable in accordance with Clause 5.2.d) hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   | d)     |   | For all amounts outstanding  under this Credit Agreement the Lenders shall, upon the Borrower’s request  and subject to receipt of the Lenders’ internal approvals, offer a fixed  interest rate (the Lenders using their best efforts to ensure that such rate  is commercially reasonable) for the whole remaining amount and lifetime of  the Credits provided that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |   |   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | the last disbursement or  reimbursement under the Credit Agreement has been effected, in the case of  either Credit A or Credit B, |
|   |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |
|   |   |   |   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   | the exact Repayment Dates  for the repayment instal­ments of the Credits stand firm in the case of  either Credit A or Credit B, |
|   |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |
|   |   |   |   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   | the Borrower’s request in  the form of Annex 1f  hereto has been  received by the Facility Agent at the latest 15 Banking Days prior to the  next Repayment Date and, |
|   |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |
|   |   |   |   | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   | corresponding funds in like  amounts and for a duration equivalent to the term of the Credits under this  Agreement  are available to the  Lenders. |
|   |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |
|   |   |   |   | Such fixed interest rate  takes binding effect for the period starting with the next Repayment Date and  ending on the last Repayment Date for the Credits, in the case of either  Credit A or Credit B, as may be the case, provided that the Facility Agent  has received the Borrower’s agreement to the fixed rate offered by the  Lenders through the Facility Agent within the validity period of such offer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |   |
|   |   | e)     |   | Interest on any credit  amounts outstanding shall accrue from day to day and be calculated on                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

 

 

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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   | a per annum basis from the  date of each disbursement or reimbursement until the date on which the  respective repayment instalment is unconditionally credited on the account  specified in or to be indicated by the Facility Agent in accordance with  Clause 9.1 hereof. Interest on any credit amounts outstanding shall be paid  by the Borrower in arrears on each Interest Payment Date (each “Interest  Payment Date” being, (i) in the case of an interest rate applicable as per  Clause 5.2 a), the last day of any and each Interest Period; and (ii) in case  of  a fixed interest rate applicable as  per Clause 5.2 d) hereof each Repayment Date). |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |
| 5.3    |   | Subject to Clause 5.5  (Exceptions), if by reason of any change occurring after the date of this  Credit Agreement in any law, regulation, treaty or official directive  (whether or not having the force of law) or the interpretation or application  thereof (including but not limited to any reserve, deposit or similar  requirements) and for compliance by the Lenders and/or the Facility Agent  with any legally binding requirement of any central bank or other  governmental or monetary authority arising after the date of this Credit  Agreement any of the Lenders incur any Increased Costs (as defined  hereinafter), then, in any such case, the Borrower shall pay to the Facility  Agent for account of the Lenders within thirty days of a demand by the  Facility Agent such amounts of the Increased Costs as the Lenders through the  Facility Agent shall specify to be necessary to compensate the Lenders for  such increase or such reduction. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |
|   |   | In this Agreement “Increased  Costs” means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | a reduction in the rate of  return from the Credits or on a Lender’s overall capital; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | an additional or increased  cost; or |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | a reduction of any amount  due and payable under the Credits, |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   | which is incurred or  suffered by a Lender to the extent that it is attributable to that Lender  having entered into this Credit Agreement or funding or performing its  obligations under it.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |
| 5.4.   |   | A Lender intending to make a  claim pursuant to Clause  5.3 (Increased Costs) shall notify the  Facility Agent of the event giving rise to the claim, following which the  Facility Agent shall promptly notify the Borrower. Each Lender shall, as soon  as practicable after a demand by the Facility Agent, provide a certificate  confirming the amount of its Increased Costs and the circumstances giving  rise to the claim.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 5.5    |   | Clause  5.3 (Increased  Costs) does not apply to the extent any Increased Cost is:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | compensated for under  another Clause or would have been but for an exception to that Clause; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | a tax, levy, duty, charge or  fee of whatever nature on the overall net income of a Lender or attributable  to any deduction or withholding for or on account of any tax, levy, duty,  charge or fee of whatever nature required by law to be made by the Borrower  (provided that nothing in this sub-clause 5.5 (ii) reduces the Borrower’s Liability  to make any payment on account of any tax, levy, duty, charge or fee required  pursuant to Clause 10); or |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | attributable to a Lender  being grossly negligent or wilfully failing to comply with any law or  regulation or official administration order or court decision. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 6.     |   | Fees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 6.1    |   | From the date of this Credit  Agreement until disbursement of Credit A in full, the Borrower shall pay to  the Lenders through the Facility Agent a commitment fee at a rate of 0.10%  p.a. (in words: zero point one zero per cent per annum) calculated on a daily  basis on such portion of the maximum amount of Credit A not yet disbursed at  any time. The commitment fee is payable pro                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |  |  |

 

 

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|   |   | rata in arrears (i) prior to  the first disbursement or reimbursement on June 30 and December 30 of each  year; and (ii) with effect from the first disbursement or reimbursement on  each Interest Payment Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 6.2    |   | The Borrower will pay to the  Lenders (in their capacity as mandated lead arrangers) through the Facility  Agent an arrangement fee of 0.20% flat (in words: zero point two zero per  cent flat) calculated on the maximum amount of Credit A mentioned in Clause  2.1 hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   | The arrangement fee is due  prior to the first disbursement or reimbursement under the Credit Agreement,  at the latest however, within 30 days after the date of this Credit  Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 6.3    |   | From the date of this Credit  Agreement until all monies owing by the Borrower are fully repaid to the  Lenders, the Borrower shall pay to the Facility Agent an agency fee of USD  10,000 per annum on the date of signature of this Credit Agreement and  annually thereafter on the anniversary date of this Credit Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 6.4    |   | Clauses 6.1 and 6.2 shall  apply mutatis mutantis in case of Credit B being made available by the  Lenders to the Borrower whereas calculation of the additional commitment fee  shall start on the date on which the Lenders will have approved the granting  of Credit B to the Borrower in writing; the additional arrangement fee shall  be paid within 30 days after the date of such approval , at the latest,  however, prior to disbursement or reimbursement under Credit B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 7.     |   | Calculation of Periods                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   | For the purpose of  calculating interest, commitment fee and other pay­ment obligations based on  periods of time, a year will be calculated on the basis of the actual number  of days elapsed and a year of 360 days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 8.     |   | Repayment and Prepayment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 8.1    |   | Credit A                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   | The credit amounts disbursed  under Credit A are to be repaid in 17 equal and consecutive semi-annual  repayment instalments; the first of which will be due on the earlier of (i)  the date falling 6 months after the date of the mean-weighted date of  delivery of equipment and license products to be evidenced concurrently to  the Borrower and the Lenders (by delivery as specified in Clause 16.1  hereunder) by a certificate in accordance with Annex 3a hereof; and (ii) 31 August  2006 . Credit amounts disbursed after the first Repayment Date under Credit A  shall be repaid in equal amounts on the remaining Repayment Dates; the  repayment instalments which then have not yet become due will be increased  accordingly and the Facility Agent shall promptly, upon its drawing up  thereof  however, at the latest 20  Business Days prior to the next Repayment Date, deliver an updated repayment  schedule to the Borrower showing the amounts of repayment instalments due on  each subsequent Repayment Date, provided that no failure by the Facility  Agent to so advise the Borrower shall relieve the Borrower from its payment  obligations under this Credit Agreement. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   | Credit B                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   | If applicable, the credit  amounts disbursed under Credit B will be repaid in 17 equal and consecutive  semi-annual repayment instalments; the first of which will, depending on the  respective Hermes approval, either be due on the earlier of (i) the date  falling 6 months after the date of the mean-weighted acceptance of equipment  and license products relating to the deliveries made under the Additional  Export Contract, to be evidenced by a certificate in accordance with Annex 3b  hereof, or (ii) a certain latest date still to be agreed upon prior to the  first disbursement under Credit B, subject to Hermes approval, in each such  case as advised to the Borrower by the Facility Agent. Credit amounts  disbursed after the first Additional Repayment Date under Credit B shall be  repaid in equal amounts on the remaining Additional Repayment Dates; the  repayment instalments which then have not yet become due will be increased  accordingly and the Facility                                                                                                                                                                                                           |

 

 

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|   |   | Agent shall promptly, upon  its drawing up thereof, however, at the latest 20 Business Days prior to the  next Additional Repayment Date, deliver an updated repayment schedule to the  Borrower showing the amounts of repayment due on each subsequent Additional  Repayment Date, provided that no failure by the Facility Agent to so advise  the Borrower shall relieve the Borrower from its payment obligations under  this Credit Agreement.                                                                                                                                                                                                                                                                                                                                                            |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 8.2    |   | Where the interest rate  defined in Clause 5.2 a) applies, the Borrower shall be entitled upon 30  days’ prior notice to the Facility Agent to prepay on any Interest Payment  Date, in full or in part, any credit amounts outstanding together with  interest accrued thereon and any other amounts then due under the Credit  Agreement. Any such notice of the Borrower shall be irrevocable and binding  and obliges the Borrower to repay the credit amounts in accordance with its  notice of prepayment.  In case of  partial prepayments, any partial amount repaid may be applied by the Facility  Agent in the inverse order of their maturities.                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   | Any amount prepaid in accordance  with this Clause 8.2 may not be reborrowed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 8.3    |   | Where the interest rate in  Clause 5.2 d) applies, prepayment of any amounts not yet due according to  this Credit Agreement is not permitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 8.4    |   | Prior to the first Repayment  Date the Facility Agent shall furnish the Borrower with a repayment schedule  which sets out the Repayment Dates and the amount of repayment instalments to  be paid on each such Repayment Date or Additional Repayment Date, if  applicable, provided that no failure by the Facility Agent to so advise the  Borrower shall relieve the Borrower from its obligations hereunder. In case  of the granting of Credit B and if a repayment schedule in relation to Credit  A has already been delivered at such time, the Lenders shall furnish the  Borrower with a revised repayment schedule or an additional repayment  schedule, as the case may be. All other stipulations of the preceding  sentence shall apply mutatis mutandis to such revised or additional schedule. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 9.     |   | Payments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 9.1    |   | All payments to be made by  the Borrower to the Lenders through the Facility Agent under this Credit  Agreement shall be made in USD without any deduction not later than 10.00  a.m. local time on the respective due date at the Facility Agent’s free  disposal to the account of the Facility Agent held with Chase Manhattan Bank,  SWIFT CHASUS33, account number 0011048220 in favour ING Belgium SWIFT  BBRUBEBB account number 301040407777 in favour of ING Bank Deutschland AG /  SWIFT INGBDEFF quoting ref. SEF/MTS Alcatel or such other account with such  other financial institution as notified by the Facility Agent to the  Borrower.                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 9.2    |   | The Borrower shall not be  entitled to exercise any right of reten­tion or to set off any counterclaims  against claims arising from this Credit Agreement against any Lender unless  such counterclaims exist against the Lender that the Borrower exercises the  right of retention or set off against, and such counterclaims have been  accepted by that Lender in writing or have otherwise been adopted or consistently  relied upon.                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 9.3    |   | If the Facility Agent  receives a payment insufficient to discharge all the amounts then due and  payable by the Borrower under this Credit Agreement, the Facility Agent on  behalf of the Lenders shall, notwithstanding any converse instruction given  by the Borrower, apply incoming payments in the following order:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | firstly, in or towards any  costs and expenses due and payable hereunder; |
|   |   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | secondly, in or towards  payment of any fees due and payable hereunder; |
|   |   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | thirdly, in or towards  payment of any default interest and/ or indemnification then due and payable  as provided for in Clauses 9.4 and 9.5; |
|   |   | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | fourthly, in or towards  payment of any contractual interest due and payable hereunder; |
|   |   | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | fifthly, in or towards  repayment of any principal amount due and payable hereunder; |
|   |   | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | sixthly, in or towards  payment of any other amount (including any indemnification other than such as  under Clause 9.5) due and payable hereunder. |

 

 

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| 9.4    |   | The Lenders through the Facility Agent shall be entitled to demand on  repayment instalments overdue default interest at a rate which is the sum of  2% p.a. (in words: two per cent per annum) and the rate which would have been  payable if such overdue amount had, during the period of non payment,  constituted a Credit for successive periods of any duration as the Lenders  (acting reasonably) through the Facility Agent may determine from time to  time.                                                                                        |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 9.5    |   | The Lenders through the Facility Agent shall be entitled to demand on  amounts overdue other than repayment instalments, a lump sum indemnification  which is the sum of 2% p.a. (in words: two per cent per annum) and the rate  which would have been payable if such overdue amount had, during the period  of non payment, constituted a Credit for successive periods of any duration  as the Lenders (acting reasonably) through the Facility Agent may determine  from time to time.                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 9.6    |   | All payments owed by the Borrower as per Clauses 9.4 and 9.5 shall be  made immediately upon the Facility Agent’s first demand except when under the  applicable Russian currency regulations the Borrower is required to reserve a  particular amount of payment at a special account prior to proceeding with a  transfer of such amounts to the benefit of the Facility Agent. In the latter  case the delay in payment shall not exceed the particular reservation period  specified in the Russian currency regulations applicable to the Borrower.. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 9.7    |   | If a due date on which a  payment of the Borrower must have been received at the free disposal of the  Facility Agent is not a Bank­ing Day, the next succeeding Banking Day shall  be the due date, unless such Banking Day falls into a new calendar month in  which event the due date shall be the preceding Banking Day. The obligations  of the Borrower to pay interest and fees shall accrue accordingly.                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.    |   | Taxes, Levies, Duties and  Other Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.1   |   | Definitions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | In this Credit Agreement |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   | “Protected Party” means a  Lender which is or will be subject to any liability, or required to make any  payment, for or on account of Tax in relation to a sum received or receivable  (or any sum deemed for the purposes of Tax to be received or receivable)  under this Credit Agreement.                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   | “Qualifying Lender” means a  Lender which is situated for tax purposes in (i) the Russian Federation, (ii)  in a Tax Treaty Jurisdiction or (iii) in the United Kingdom or the Federal  Republic of Germany.                                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   | “Tax” means any tax, levy, duty  or other charge or withholding of a similar nature (including any penalty or  interest payable in connection with any failure to pay or any delay in paying  any of the same).                                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   | “Tax Credit” means a credit  against, relief or remission for, or repayment of any Tax.                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   | “Tax Deduction” means a  deduction or withholding for or on account of Tax from a payment under this  Credit Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   | “Tax Payment” means an  increased payment made by the Borrower to a Lender under Clause 10.2 or  a payment under Clause 10.3.                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   | “Tax Treaty Jurisdiction”  means a jurisdiction which has in force a double tax treaty with the Russian  Federation (or with the Union of Soviet Socialist Republics to which the  Russian Federation has succeeded) which provides for full exemption from  Russian withholding tax on interest derived from a source within the Russian  Federation payable to a resident of such jurisdiction.                                                                                                                                                    |

 

 

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|   |   | b)            |   | Unless a contrary indication  appears, in this Clause 10 a reference to “determines” or “determined”  means a determination made in the absolute discretion of the person making  the determination.                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------|--------|---------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.2   |   | Tax Gross up  |
|   |   |          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   | a)            |   | The Borrower shall make all  payments to be made by it without any Tax Deduction, unless a Tax Deduction  is required by law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   | b)            |   | The Borrower 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 Facility Agent  accordingly.  Similarly, a Lender shall  notify the Facility Agent on becoming so aware in respect of a payment  payable to that Lender.  Upon receipt  by the Facility Agent of such notification from a Lender, the Facility Agent  shall notify the Borrower.                                                                                                                                                               |
|   |   |          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   | c)            |   | Subject to paragraph d)  below, if a Tax Deduction is required by law to be made by the Borrower, the  amount of the payment due from the Borrower to the Lenders shall be increased  to an amount which (after making any Tax Deduction) leaves an amount equal to  the payment which would have been due if no Tax Deduction had been required.                                                                                                                                                                                                                                                                                 |
|   |   |          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   | d)            |   | The Borrower is not required  to make an increased payment to a Lender under paragraph c) above if, on the  date on which the payment falls due, the Borrower could have made such a  payment to that Lender without a Tax Deduction if that Lender was a  Qualifying Lender, but on that date that Lender is not, or has ceased to be,  a Qualifying Lender (other than as a result of any change after the date it  became a Lender under the Credit Agreement in (or in the interpretation,  administration, or application of) any law or treaty, or any published  practice or concession of any relevant taxing authority). |
|   |   |          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   | e)            |   | If the Borrower is required  to make a Tax Deduction, it shall make that Tax Deduction and any payment  required in connection with that Tax Deduction within the time allowed and in  such amount as required by law.                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   | f)            |   | The Borrower shall pay to  the relevant taxation or other authorities within the period for payment  permitted by applicable law the full amount of the deduction or withholding  (including but without prejudice to the generality of the foregoing, the full  amount of any deduction or withholding from any additional amount paid  pursuant to this sub-clause).                                                                                                                                                                                                                                                            |
|   |   |          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   | g)            |   | Promptly upon making either  a Tax Deduction or any payment required in connection with that Tax  Deduction, the Borrower shall deliver to the Facility Agent for a Lender  entitled to the payment an original receipt (or certified copy thereof)  demonstrating that the Tax Deduction has been made or (as applicable) any  appropriate payment paid to the relevant taxing authority.                                                                                                                                                                                                                                        |
|   |   |          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.3   |   | Tax Indemnity |
|   |   |          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   | a)            |   | The Borrower shall promptly  pay to a Protected Party through the Facility Agent an amount equal to the  loss, liability or cost which that Protected Party determines has been  suffered for or on account of Tax by that Protected Party in respect of this  Credit Agreement.                                                                                                                                                                                                                                                                                                                                                  |
|   |   |          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   | b)            |   | Paragraph (a) above shall  not apply:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   |          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |          |   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | with respect to any Tax  assessed on a Lender: |
|   |   |          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |   |   |   |
|   |   |          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | (A) |   | under the law of the  jurisdiction in which that Lender is incorporated or, if different, the  jurisdiction (or jurisdictions) in which that Lender is treated as resident  for tax purposes; or |

 

 

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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                                       |   | (B)                                                                                                                                                                      |   | under the law of the  jurisdiction in which that Lender’s facility office is located in respect of  amounts received or receivable in that jurisdiction,                       |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                                       |   |                                                                                                                                                                     |   |                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                                       |   | if that Tax is imposed on or  calculated by reference to the net income received or receivable (but not any  sum deemed to be received or receivable) by that Lender; or |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                                       |   |                                                                                                                                                                     |   |                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | (ii)                                                                                                                                                                                                                                                       |   | to the extent a loss,  liability or cost:                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                                       |   |                                                                                                                                                                     |   |                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                                       |   | (C)                                                                                                                                                                      |   | is compensated for by an  increased payment under Clause 10.2; or                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                                       |   |                                                                                                                                                                     |   |                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                                       |   | (D)                                                                                                                                                                      |   | would have been compensated  for by an increased payment under Clause 10.2 but was not so compensated  solely because one of the exclusions in paragraph d) of Clause 10.2 applied. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                                       |   |                                                                                                                                                                     |   |                                                                                                                                                                                |
|   |   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | A Protected Party making, or  intending to make, a claim under paragraph (a) above shall promptly notify  the Facility Agent of the event which will give, or has given, rise to the  claim, following which the Facility Agent shall notify the Borrower. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                                       |
|   |   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | A Protected Party shall, on  receiving a payment from the Borrower under this Clause 10.3, notify the  Facility Agent.                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                                       |   |                                                                                                                                                                     |   |                                                                                                                                                                                |
| 10.4   |   | Tax Credit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                                       |   |                                                                                                                                                                     |   |                                                                                                                                                                                |
|   |   | If the Borrower makes a Tax  Payment and the relevant Lender determines that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                                       |   |                                                                                                                                                                     |   |                                                                                                                                                                                |
|   |   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | A Tax Credit is attributable  to that Tax Payment; and                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                                       |   |                                                                                                                                                                     |   |                                                                                                                                                                                |
|   |   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | the Lender has obtained,  utilised and retained that Tax Credit,                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                                                                                                                                                                                                                                                       |   |                                                                                                                                                                     |   |                                                                                                                                                                                |
|   |   | the Lender shall (within  three Business Days of demand by the Borrower) pay through the Facility Agent  an amount to the Borrower which that Lender determines will leave the Lender  (after that payment) in the same after-tax position as it would have been in  had the Tax Payment not been made by the Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   | However, if the relevant  Lender should be obliged by any law, regulation or court or any other  official decision to repay any Tax Credit obtained by such Lender and paid to  the Borrower pursuant to the preceding paragraph, or if any such Tax Credit  should otherwise be officially revoked, the Borrower shall promptly upon  demand of such Lender and against reasonable evidence of such repayment  obligation or revocation, as the case may be, refund the respective Lender  through the Facility Agent of such amount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.5   |   | Without prejudice to the  Borrower’s obligations/the Lenders’ rights accord­ing to Clause 10.2 and  10.3, in the event of withholding taxes being imposed in the Russian  Federation on payments due under this Credit Agreement that are eligible for  exemption and provided that the Borrower and/or the Lenders can claim such  exemption with the result that they are released from any obligation to pay  such taxes, the Borrower hereby undertakes to apply with the competent  authorities in the Russian Federation to be exempted and released from such taxes  and to provide the Facility Agent with a tax exemption certificate or any  other evidence of such tax exemption, all in form and substance as reasonably  may be required by the Lenders through the Facility Agent. In turn, in order  to enjoy the benefits of an applicable convention on avoidance of double  taxation each Lender undertakes to submit to the Borrower a certificate of  its residence in the form and in the manner required by Russian Law, provided  that any expenses incurred by a Lender in doing so shall be borne by the  Borrower. The form of the certificate as well as its main items shall be  advised by the Borrower to the Facility Agent reasonably in advance. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.6   |   | Without prejudice to the  Lenders’ rights under this Credit Agreement, in particular under this                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

 

 

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|   |   | Clause 10, the Borrower  shall pay to, or reimburse the Lenders through the Facility Agent upon demand  for (i) any stamp duties, registration fees and similar taxes and charges in  connection with this Credit Agreement and (ii) all legal fees (including VAT)  and out-of-pocket expenses incurred by the Lenders and/or the Facility Agent  in connection with the negotiation, preparation, documentation and execution  of this Credit Agreement provided that in relation to Credit A only all such  fees and expenses shall not exceed USD 15,000.00 (plus VAT and disbursements,  plus costs for required translation of any of the finance documents related  to this Credit Agreement into the Russian language) and (iii) any costs,  including lawyer’s fees and taxes arising thereon, in connection with the  preservation and enforcement of the Lenders’ rights under this Credit  Agreement. |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.7   |   | Each Lender and the Facility  Agent hereby undertake prior to the issuance of any invoice(s) to the  Borrower to discuss the invoicing procedure with the Borrower in written  correspondence and hereby further undertakes to provide the Borrower upon its  request as soon  reasonably practicable  with original invoice(s) and an original (updated) residency certificate  (apostilled and together with a translation into Russian).                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 11.    |   | Guarantee of the Federal  Republic of Germany for tied Buyer’s Credits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 11.1   |   | The Hermes Agent on behalf  of the Lenders has applied for insurance cover of 95% of the Lenders’ claims  arising from this Credit Agreement by the Federal Republic of Germany,  represented by Hermes by means of an insurance agreement (the “Insurance  Agreement”). Credit A will be made available on the basis of such Insurance  Agreement and the terms and conditions governing it. In the event that  additional insurance cover is provided by Hermes for the purposes of  financing being made available for Credit B hereunder, then Credit B will be  made available on the basis of such supplemental insurance (“Supplemental  Insurance Agreement”) and the terms and conditions governing it.                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   | Lenders are entitled to give  informa­tion on the Credit Agreement and the transactions contemplated  thereby to the competent authorities of the Federal Republic of Germany and  the European Union and to allow such authorities perusal of all records that  may be connected with this Credit Agreement and to furnish them with copies  thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 11.2   |   | The Borrower undertakes to  reimburse and indemnify the Lenders through the Facility Agent in full for  and against the aggregate amount of premiums and charges (the “In­surance  Premium”) payable by the Lenders through the Facility Agent to Hermes under  the Insurance Agreement for insurance cover of their payment claims arising  from Credit A of this Credit Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   | The Insurance Premium shall  be paid by the Borrower immediately upon written demand by the Facility Agent  in accordance with Annex 1c or Annex 1e, as the case may be, provided that  the insurance premium is payable (and is either already due or will become  due shortly) by the Lenders to Hermes under the Insurance Agreement***.***                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 11.3   |   | In the event that additional  financing in the form of Credit B is made available to the Borrower, the  Borrower undertakes to reimburse and indemnify the Lenders through the  Facility Agent in full for and against the additional amount of premiums and  charges (the “Additional Insurance Premium”) payable by the Lenders through  the Facility Agent to Hermes under the Supplemental Insurance Agreement for  additional insurance cover of their payment claims arising from Credit B of  this Credit Agreement. The second paragraph of Clause 11.2 shall apply  mutatis mutandis hereto.                                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 11.4   |   | Prior to the first Repayment  Date under this Credit Agreement or - in case of disbursements or  reimbursements after such date - upon disbursement in full of the Credits,  the Facility Agent will procure the recalculation by Hermes of the amount of  Insurance Premium (or as applicable, the amount of Additional Insurance  Premium) payable to Hermes and will provide the Borrower with reasonable  evidence of the correctness of such recalculation if the Insurance Premium  (or as applicable, the Additional Insurance Premium) payable for cover with  respect to this Credit Agreement does not equal the aggre­gate amounts which  the Borrower has paid to the Facility Agent as per Clause 11.2 or, as the  case may be, Clause 11.3 hereof towards reimbursement of such                                                                                                                          |

 

23

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|   |   | Insurance Premium (or as  applicable the Additional Insurance Premium).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   | If the aggregate amount  reimbursed by the Borrower is more than the re­spective Insurance Premium (or  if applicable, the Additional Insurance Premium), on the Interest Payment  Date following the date on which the Lenders have received the excess amount  from Hermes the Lenders through the Facility Agent will refund the excess  amount to the Borrower. Payment of the excess amount to the Borrower as per  the preceding sentence shall be made by the Lenders through the Facility  Agent by application of the amounts thus to be refunded to the Borrower  towards partial prepayment of the Credit disbursed and then still outstanding  under this Credit Agreement. In order to achieve the purpose laid down in  this paragraph on the due date thereof the excess amount to be paid to the  Borrower shall — at the option of the Lenders either equally and  proportionally or in the inverse order of maturities — be set off by the  Lenders against repayment instalments then still outstanding under this  Credit Agreement without any prior notice by the Lenders to the Borrower with  regard thereto. The Lenders through the Facility Agent will inform the  Borrower without delay of any such set-off. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   | If the aggregate amount paid  by the Borrower towards reimbursement against the respective Insurance  Premium (or if applicable, the Additional Insurance Premium) was less than  the Insurance Premium (or if applicable, the Additional Insurance Premium)  payable by the Lenders, the Borrower undertakes upon request of the Facility  Agent within 30 calendar days to pay to the Facility Agent the balance in  favour of the Lenders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 12.    |   | Suspension of Disbursement,  Payments Immediately Due (Events of Default)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 12.1   |   | The Lenders acting through  the Facility Agent shall be entitled to suspend each and/or any future  disbursement of the Credits in whole or in part, and/or to terminate this  Credit Agreement, and/or to demand immediate repayment of all credit amounts  outstand­ing, as well as the payment of all interest and fees accrued  thereon, any charges and other claims incidental thereto, if:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | the Borrower fails to fulfil  any payment obligation whether in respect of principal, interest or any other  amount under this Credit Agreement when due and payable unless |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | (i) its failure to pay is  caused by administrative or technical error; and |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | (ii) payment is made within  three Banking Days of the due date; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | or |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |
|   |   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | the Borrower breaches or  fails to fulfil any other obligation under this Credit Agreement and in case  of any such breach or failure capable of being remedied, such failure or  breach is not remedied within 10 Banking Days after the Facility Agent has  notified the Borrower in writing of such failure or breach; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | or |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |
|   |   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | any representation, warranty  or statement in this Credit Agreement or any other document provided by the  Borrower under the terms of this Credit Agreement  is or proves to be or to have been  incorrect or untrue in any material respect at any time during the term of  this Credit Agreement and in case that such incorrectness is capable of being  remedied - whereas the determination of such capability shall be upon the  sole but reasonable discretion of the Lenders - such incorrectness is not  cured within 15 Banking Days after the Facility Agent has notified the  Borrower in writing of such incorrectness; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | or |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |
|   |   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | the Borrower shall fail to  pay when due or within any applicable period of grace any indebtedness owed  to any of the Lenders or to any other creditor, provided, however, that in  relation to any such indebtedness owed by the Borrower to any creditor other  than any of the Lenders (including any of their Affiliates) such failure by  the Borrower shall not constitute an |

 

 

24

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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   | event of default under this  sub-clause if (i) the overdue amounts in relation to the Borrower in  aggregate do not exceed USD 10,000,000.00 or the equivalent thereof in any  other currency, or (ii) in the event of any such failure by the Borrower  exceeding the aforementioned amount any such default is remedied (including  by waiver or amendment) within 15 calendar days after the due date of the  respective payment obligation or after lapse of any applicable period of  grace unless the respective creditor accelerates the relevant indebtedness  before;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   | or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   | e)                                                                                                                                                                                                                                                                                                                                                                                                                   |   | at any time it shall become  unlawful for the Borrower (provided that such event, if capable of being  cured in the reasonable opinions of the Lenders, is not cured within 30  Business Days from the date it became unlawful) to perform any or all of its  obligations under this Credit Agreement (including, without limitation, any  governmental or other consent, licence or authorisation required to make this  Credit Agreement legal, valid, binding and enforceable, or required at any  time to enable the Borrower to perform its obligations under this Credit  Agreement, ceasing to be in full force and effect);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   | or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   | f)                                                                                                                                                                                                                                                                                                                                                                                                                   |   | any material provision of  this Credit Agreement is or becomes invalid or unenforceable;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   | or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   | g)                                                                                                                                                                                                                                                                                                                                                                                                                   |   | the Borrower shall enter  into voluntary suspension of payments, bankruptcy, liquidation or  dissolution, or shall become insolvent, or a receiver or liquidator shall be  appointed on all or any material part of the under­taking or assets of the  Borrower or proceedings are commenced by or against the Borrower under any  law or regulation providing for any reorganisation, arrangement, readjustment  of debts, dissolution or liquidation or any act shall be done or event shall  occur which under the laws of the relevant jurisdiction has a substantially  similar effect to any of the fore­going act or event, provided that an event  of default will not occur under this sub-clause g) in respect of any petition  or application being initiated or commenced by any person other than the  Borrower if the petition or application is - in the sole discretion of the  Lenders - frivolous or vexatious and is withdrawn or rejected within 30  calendar days from the date of such application and before a court order for  the commencement of any such procedure has been made; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   | or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   | h)                                                                                                                                                                                                                                                                                                                                                                                                                   |   | the Borrower admits its  inability to meet its payment obligations to any of the Lenders or to any  other creditor or to convert the funds necessary to effect such payments into  the currency payable under agreements with parties domiciled out­side of its  country or to transfer such payments, or the Borrower admits - towards any of  the Lenders - its unwillingness with regard to any of the aforementioned  actions;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   | or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   | i)                                                                                                                                                                                                                                                                                                                                                                                                                   |   | any material adverse change  shall occur in the financial condition or operations, assets, prospects,  business or the legal status of the Borrower such that it is reasonably  likely that the Borrower may not, or will be unable to perform or ob­serve  its obligations under this Credit Agreement,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   | provided, however, that in  case of the occurrence of any of the events as stipulated in sub-clauses a),  b), c) and d) of this Clause 12.1, for so long as such events are continuing  the Lenders through the Facility Agent shall be entitled to suspend  disbursements / reimbursements under this Credit Agree­ment prior to the  expiry of the grace period for remedy of the relevant events of default. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 12.2   |   | Insofar as any statements  made by the Facility Agent according to Clause 12.1 are sent by airmail (with  a copy by fax), these state­ments shall be deemed to have been received not  later than on the                                                                                                                                                                                                        |

 

 

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|   |   | 10th Banking Day after their  dispatch. If such statements are made by means of telecommunication, the day  following their dispatch shall be deemed as the date of receipt. |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                         |   |   |
| 13.    |   | Representations and Warranties                                                                                                                                               |
|   |   |                                                                                                                                                                         |   |   |
|   |   | The Borrower hereby  represents and warrants to the Lenders that                                                                                                             |
|   |   |                                                                                                                                                                         |   |   |
|   |   | a)                                                                                                                                                                           |   | the Borrower is a  corporation duly incorporated under the laws of the Russian Federation,  validly existing and in good standing; |
|   |   |                                                                                                                                                                         |   |   |
|   |   | b)                                                                                                                                                                           |   | the Borrower has the power  to own its assets and carry on its business as it is being conducted; |
|   |   |                                                                                                                                                                         |   |   |
|   |   | c)                                                                                                                                                                           |   | the Borrower is not entitled  to claim immunity from suit, execution, attachment or other legal process in  any proceedings taken in the Russian Federation in relation to this Credit  Agreement; |
|   |   |                                                                                                                                                                         |   |   |
|   |   | d)                                                                                                                                                                           |   | the Borrower has full power  and legal right to execute, deliver and to perform this Credit Agreement; |
|   |   |                                                                                                                                                                         |   |   |
|   |   | e)                                                                                                                                                                           |   | the execution, delivery and  performance of this Credit Agreement will not violate any provisions of, and  have duly and validly been authorised under, the laws, regulations, orders  and decrees of the Russian Federation or any other competent Russian  authority and all consents, licences, approvals, authorisations and  instrumentalities of, and registrations and/or declarations with any  authority within the Russian Federation required in connection with the valid  execution, delivery, performance or enforceability of this Credit Agreement  (including without limitation the obtaining and transfer in USD of all amounts  due under this Credit Agreement) have been obtained and made and are in full  force and effect; |
|   |   |                                                                                                                                                                         |   |   |
|   |   | f)                                                                                                                                                                           |   | each action necessary under  the statutes of the Borrower or under any other agreement or instrument  binding on the Borrower to authorise the execution, delivery and/or  performance of this Credit Agreement has been duly taken and the execution,  delivery and performance of this Credit Agreement will not conflict with, or  constitute a breach of the statutes of the Borrower or any such agreement or  instrument binding upon the Borrower; |
|   |   |                                                                                                                                                                         |   |   |
|   |   | g)                                                                                                                                                                           |   | the Borrower is not in  default under any agreement or instrument constituting present or future  payment obligations as debtor, surety or guarantor; |
|   |   |                                                                                                                                                                         |   |   |
|   |   | h)                                                                                                                                                                           |   | other than the UMC  Litigation no litigation, administration or insolvency proceedings are  pending or, to the knowledge of the Borrower are threatened, which adversely  determined, would reasonably be expected to have a material adverse effect on  the assets or financial condition of the Borrower or on its right or ability  to perform its obligations hereunder or would affect the legality, validity  or enforceability of this Credit Agreement; and |
|   |   |                                                                                                                                                                         |   |   |
|   |   | i)                                                                                                                                                                           |   | all its payment obligations  in connection with this Credit Agreement rank at least pari passu in point of  preference and security with all other unsecured and unsubordinated existing  and future indebtedness owed to any creditor other than the Lenders, except  for any preference being due to mandatory law. |
|   |   |                                                                                                                                                                         |   |   |
| 14.    |   | Financial Statements,  Information and Undertakings (Covenants)                                                                                                              |
|   |   |                                                                                                                                                                         |   |   |
|   |   | Until such date as all  obligations incurred under this Credit Agreement have been fulfilled in full,  the Borrower shall:                                                   |
|   |   |                                                                                                                                                                         |   |   |
|   |   | a)                                                                                                                                                                           |   | furnish the Facility Agent  within 6 months from the end of its financial year with audited annual  financial statements (including profit and loss accounts and ex­planatory  notes) prepared in accordance with US GAAP (US Generally Accepted Accounting  Principles, Standards and Practices) and provide the Facility Agent with such  additional financial |

 

 

26

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|   |   |   |   | information as the Facility  Agent may from time to time reasonably request. In the event that completion  and adoption of the financial statements should be delayed, the Borrower  shall furnish the Facility Agent with provisional profit and loss account and  balance sheet figures within 6 months after the end of its financial year;                                                                                                                                                                                                                                                                                                    |
|--------|--------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   | b)     |   | inform the Facility Agent  without delay of the occurrence of any of the events mentioned in Clause 12  hereof and in the event any of the Representations and Warranties mentioned  in Clause 13 hereof ceases to be true or correct in any material respect;                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   | c)     |   | only with the prior written  consent of the Lenders agree upon any modification and/or amendment to the  Export Contracts or, as the case may be, the Additional Export Contract,  which represents a material change to the Export Contracts or Additional  Export Contract, including but not limited to changes in the price/currency,  terms of payment, country of origin, delivery and/or installation periods  etc.;                                                                                                                                                                                                                       |
|   |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   | d)     |   | obtain and keep in full  force all authorisations, licenses, approvals and permits (governmental or  otherwise) which are required for the validity and enforceability of this  Credit Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   | e)     |   | comply with all applicable  laws, rules, regulations and orders including all environmental laws and all  applicable restrictions imposed by all governmental authorities (including  but not limited to the central bank of the Russian Federation) and do all  such acts and things which are required thereunder, if failure so to comply  will or in the reasonable opinion of the Lenders may, materially impair the  ability of the Borrower to perform its obligations, whether in respect of any  payment of principal, interest, fees, costs or expenses or otherwise, under  this Credit Agreement in strict compliance with its terms; |
|   |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   | f)     |   | procure that no substantial  change is made to the general nature or scope of its business from that  carried out on the date of this Credit Agreement and forthwith inform the  Facility Agent of any circumstances which might result in such change  provided that the Borrower may amalgamate, merge, demerge or consolidate with  any Affiliate as part of any corporate restructuring unless any such action  would result in a material adverse change which falls within the scope of  application of Clause 12.1.i) hereof;                                                                                                              |
|   |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   | g)     |   | immediately upon the  Borrower’s knowledge or awareness thereof inform the Facility Agent of any  forthcoming amalgamation, demerger, merger, consolidation or corporate  reconstruction of the Borrower;                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   | h)     |   | ensure that neither in a  single transaction nor in a series of transactions, whether related or not,  all or any substantial part of its assets are sold, transferred, granted or  leased or otherwise disposed of unless such sale, transfer, grant, lease or  disposal is:                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |   |   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | made in the ordinary course  of trading of the disposing entity; |
|   |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |   |
|   |   |   |   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | of assets in the exchange  for other assets comparable or superior as to type, value and quality; |
|   |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |   |
|   |   |   |   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | made by the Borrower to any  Affiliate of the Borrower unless any such transaction would result in a  material adverse change which falls within the scope of application of Clause  12.1.i) hereof; |
|   |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |   |
|   |   |   |   | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | for cash or cash  equivalents; |
|   |   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |   |
|   |   |   |   | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | where the book value of such  asset (when aggregated with the book value of each other asset disposed of  under this sub-clause (v)) (in each case as calculated in accordance with US  GAAP) does not exceed 25% of the Borrower’s Total Assets in any financial  year of the Borrower and provided that at all times the disposal of such  assets will be made for full consideration and will not lead to any material  adverse change which would fall within the scope of Clause 12.1 i). At |

 

 

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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | the request of the Facility  Agent (any such request to be made no more than once per calendar quarter,  unless an Event of Default is continuing), the Borrower shall provide a  certificate to the Agent setting out in reasonable detail the book value of  any assets disposed of under this sub-clause (v) (calculated in accordance  with US GAAP); or                                                                                                                                                                                            |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | involving the transfer of  any or all of the Borrower’s shares in UMC pursuant to the UMC Litigation to  a person that is not the Borrower or any of its Subsidiaries.                                                                                                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   | When calculating the  Borrower’s Total Assets under sub-clause (v) above, if the annual  consolidated balance sheet of the Borrower for the immediately preceding  financial year of the Borrower is not available, the Borrower’s Total Assets  shall be calculated by reference to the draft audit report then available for  that financial year and any other evidence reasonably requested by, and  reasonably satisfactory to, the Facility Agent. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   | i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | do all such things as are  necessary to maintain its corporate existence and ensure that it has the  right and is duly qualified to conduct its business;                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   | j)                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | not create or agree to  create any mortgage, charge, pledge, lien or other security interest on the  whole or any part of its assets to secure any indebtedness owed to any  creditor other than the Lenders (for the avoidance of doubt, any suretyship  or guarantee shall not be deemed a security for the purposes of this  paragraph), unless the Credits shall at the same time be secured equally and  rateably therewith to the Lenders’ satisfaction other than any Permitted Lien  (as defined hereinafter) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | “Permitted Lien” means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   | any lien on any property or  assets of any person existing at the time such person is merged or  consolidated with or into the Borrower and not created in contemplation of  such event;                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | any lien existing on any  property or assets prior to the acquisition thereof by the Borrower and not  created in contemplation of such acquisition;                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | any lien on any property or  assets securing indebtedness of the Borrower incurred or assumed for the  purpose of financing all or part of the cost of acquiring or constructing or  refurbishing any property or assets, provided that  the aggregate principal amount of all  indebtedness secured by liens under this sub-Clause (iii) shall not exceed the  lower of (x) the purchase price of such property or assets and (y) the fair  market value of such property or assets at the time of acquisition or  constructing or refurbishment; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | any netting or set-off  arrangement entered into in the ordinary course of the Borrower’s banking  arrangements for the purpose of netting debit and credit balances;                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   | any lien arising by  operation of law either (a) in the ordinary course of business; or (b) in  respect of taxes, assessments, government charges or claims, including without  limitation those in favour of Russian governmental fiscal authorities;                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | any lien on the property or  assets of the Borrower securing inter-company indebtedness;                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   | (vii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   | any extension, renewal or  replacement of any lien described in sub-Clauses (i) to (vi)*** ***above, provided that (a) such  extension, renewal or replacement shall be no more restrictive in any  material respect than the original lien, (b) the amount of indebtedness  secured by such lien is not increased and (c) if the property, income or  assets securing the indebtedness subject to such lien are changed in connection  with such refinancing,                                                                                     |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |  |

 

 

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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                            |   | extension or replacement,  the fair market value of the property, income or assets is not increased;                                                                                                                                                                                                                                                                                                                                                                        |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | (viii)                                                                                                                                                          |   | any other lien, pledge,  mortgage or other type of encumbrance, provided that, immediately after  giving effect to such lien, pledge, mortgage or other type of encumbrance the  Borrower’s secured indebtedness in the aggregate do not exceed 10% of the  book value of the aggregate amount of the Borrower’s total assets, determined  by reference to its most recent quarterly or, as the case may be,  audited  annual unconsolidated balance  sheet; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | (ix)                                                                                                                                                            |   | easements, rights-of-way,  and any other similar charges and legally binding restrictions or  encumbrances incurred in the ordinary course of business and not interfering  in any material respect with the business of the Borrower or the Business of  any Subsidiary of the Borrower, including any encumbrance with respect to an  equity interest of any joint venture agreement;                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   | k)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | ensure that its payment  obligations under this Credit Agreement rank at least pari passu with all its  other present and future unsecured payment obligations. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 15.    |   | Assignability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 15.1   |   | The Borrower may not assign  all or any of its rights and claims under this Credit Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 15.2   |   | Unless (i) the assignment is  to an Affiliate of a Lender or to another Lender or (ii) an Event of Default  has occurred, any assignment occurring after the date of this Credit  Agreement by any Lender shall require the consent of the Borrower, provided  that (x) such consent shall not be unreasonably withheld or delayed; and (y)  unless the Borrower has notified the Facility Agent to the contrary within 5  Banking Days of receiving notice of the intended assignment, the Borrower  will be deemed to have given consent to that assignment . |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 15.3   |   | Any Lender may also disclose  to any person to whom it assigns or intends to assign its rights and  obligations hereunder such information about the Borrower and the Credit  Agreement, as such Lender shall consider necessary.                                                                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 16.    |   | Statements and Notices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                            |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 16.1   |   | Any notices or other  communications in connection with this Credit Agreement are to be made by  letter or by written means of telecommunication, and to be sent to the  following addresses:                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                            |
|   |   | Borrower:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | OJSC Mobile TeleSystems                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | 4 Marksistskaya Street                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | Moscow 109147                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | Russian Federation                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | Telefax:                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | +7 095 223-2168                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | Attention of Ms. Marina V.  Zabolotneva                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | Head of Treasury Department                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |                                                                                                                                                            |
|   |   | Facility Agent:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | ING Bank Deutschland AG                                                                                                                                         |
|   |   | (for and on behalf of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   | Hahnstrasse 49                                                                                                                                                  |
|   |   | the Lenders)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   | Frankfurt am Main                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | Federal Republic of Germany                                                                                                                                     |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |        |                                                                                                                                                                 |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |  |

 

 

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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | Telefax                             |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | +49 69 75936 207                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | Attention of: Mr. Michiel de  Vries |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | + 49 69 75936 521                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   | Head of Structured Export  Finance  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                |
| 16.2   |   | The Borrower shall provide  the Facility Agent with specimen signatures in form and substance as per  Annex 4 of those persons who are authorised to act on its behalf.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 16.3   |   | Any alteration in the above-mentioned companies’ names, addresses and  power of representation shall be binding upon the other contracting party  only upon receipt by such other party of written notification or documents  evidencing such alteration.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 16.4   |   | All correspondence between  the parties hereto shall be conducted and carried out in the English  language. Should the wording of any document be in a language other than  English such document  shall be  accompanied by a translation certified to be true and accurate that is either  authorised by the person who produced it or by a sworn translator.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 17.    |   | Miscellaneous                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 7.1    |   | This Credit Agreement is  independent from the Export Contracts and, as the case may be, the Additional  Export Contract. Neither the Borrower nor the Lenders are allowed to raise  and hereby each waives any defences or objections emanat­ing from the Export  Contracts and, if appropriate the Additional Export Contract, and from its  legal relationship with the Exporter. In particular, the Borrower’s  obligation to repay the Credits as well as all other payment obligations  under this Credit Agreement as well as the Lenders’ obligations to disburse  the financing hereunder are independent from the legality, validity and  enforceability of the Export Contracts and, as the case may be, the  Additional Export Contract or from any non-performance, bad performance  and/or default by the Exporter under the Export Contracts and, as the case  may be, the Additional Export Contract. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 7.2    |   | In satisfaction of the  Lenders’ respective obligations under the Money Laundering Act, to record the  economical beneficiary of borrowing hereunder, the Borrower hereby confirms  that the borrowing of the Credits is made on its own behalf and for its own  account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 18.    |   | Currency Indemnity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   | In the event that for the  purpose of obtaining judgement in any court of any country or enforcement of  any judgement by the Lenders it becomes necessary to convert an amount of the  currency due hereunder (the “Agreed Currency”), into an amount of another  currency (the “Judgement Currency”), then the amount due hereunder, expressed  in the Judgement Currency, shall be determined on the basis of the rate of  exchange at which the Facility Agent for account of the Lenders is able to  purchase the relevant amount of the Judgement Currency on the Banking Day  immediately before the day on which the judgement is given or on such earlier  date as may be required by the procedural law of the court in which the  judgement is sought (the “Agreed Conversion Date”).                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   | In the event of a change in  such rate of exchange between the Agreed Conversion Date and the date of  actual payment, the Borrower shall pay such additional amounts of the  Judgement Currency (or the Lenders through the Facility Agent shall remit to  the Borrower amounts of such currency) as may be appropriate to ensure that  the amounts of the Judgement Currency paid by the Borrower, when converted at  the rate of exchange as defined above prevailing at the date of actual  payment, shall produce in total the amount of the Agreed Currency due  hereunder together with any premium or costs of exchange payable in  connection with the purchase or conversion into the Agreed Currency.                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   | Any such additional amounts  due shall be due as a separate debt and shall not be affected by a judgement  being obtained for any other sums due under or in respect of this Credit  Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

 

 

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| 19.    |   | Applicable Law, Place of  Performance and Jurisdiction                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 19.1   |   | This Credit Agreement, as  well as all the rights and obli­gations arising there­from, shall be governed  by and construed in accor­dance with the laws of the Federal Republic of  Germany.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 19.2   |   | Save as otherwise stipulated  herein, place of performance is Frankfurt am Main, Federal Republic of  Germany.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 19.3   |   | Any legal action or  proceeding with regard to this Credit Agreement shall be brought in the  District Court (Landgericht) at Frankfurt am Main, Federal Republic of  Germany, the Lenders reserving to themselves the right to bring any such  legal action or proceeding in any other court of law having or accepting  jurisdiction as the Lenders may elect.                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   | Without prejudice to and  notwithstanding the above, the parties agree that subject to the option in  favour of the Lenders, any dispute controversy or claim arising out of this  Credit Agreement or related to its fulfilment, breach, termination, or  invalidity shall be settled by three arbitrators under the arbitration rules  of the UNCITRAL (UNCITRAL Arbitration Rules 1976). The arbitrators shall be  appointed in accordance with those rules and be qualified to practise as a  judge in the Federal Republic of Germany. Place of arbitration shall be at  Frankfurt am Main, Federal Republic of Germany. The parties herewith  irrevocably express their consent to have the hearing conducted in the  English language. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 19.4   |   | For any service which may  become necessary in connection with proceedings before the courts at  Frankfurt/Main, Federal Republic of Germany, the Borrower hereby undertakes  to irrevocably designate, appoint and empower, such appointment to be in form  and substance as per Annex 5 to this Credit Agreement, Smeets, Haas, Wolff,  Partnerschaft von Rechtsanwälten, Eschersheimer Landstrae 121, D-60322 Frankfurt am Main, Federal Republic  of Germany, as its agent for service of process (the “Agent for Service of  Process”) authorised to receive, for and on behalf of itself, service of  process.                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |   | In the event that the legal  capacity of the Agent for Service of Process to act as provided in this  Clause 19.4 should cease for any reason whatsoever, the Borrower hereby  undertakes in consultation with the Facility Agent to forthwith (but in no  event later than 10 Banking Days) designate, appoint and empower another  person who is acceptable to the Lenders to act as the Borrower’s Agent for  Service of Process. Failing this, the Facility Agent may appoint another  Agent for the Service of Process for this purpose.                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 20.    |   | General Provisions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 20.1   |   | This Credit Agreement shall  not be capable of being waived, modified or varied otherwise than by an  express waiver, modification or variation in writing. Any delay or failure on  the part of the Lenders and/or the Facility Agent in exercis­ing any of their  rights under this Credit Agreement shall not be regarded as a waiver of these  rights or as acquiescence in any conduct contravening the terms of this  Credit Agreement. Exer­cise of single rights only, or merely partial exercise  of any rights shall not preclude the claiming in the future of any rights not  yet or only partially exercised.                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 20.2   |   | In the event of any  provisions laid down in this Credit Agreement being or becoming wholly or  partially ineffective in law, the other provi­sions of this Credit Agreement  shall remain in force. Any insuffi­ciency thus created shall be filled by a  corresponding provision consistent with the spirit and purpose of this Credit  Agreement.                                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 20.3   |   | This Agreement shall be  executed in the English language.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

 

 

31

----

 

 

 
|                    |   |   |   | OJSC Mobile TeleSystems               |   |
|-------------------------|--------|--------|--------|---------------------------------------|--------|
|                    |   |   |   |                                  |   |
|                    |   |   |   |                                  |   |
| Moscow,                 |   |   |   |                                  |   |
| (place, date and stamp) |   |   |   | (legally binding  signature(s))       |   |
|                    |   |   |   |                                  |   |
|                    |   |   |   |                                  |   |
|                    |   |   |   |                                  |   |
|                    |   |   |   | HSBC Bank plc                         |   |
|                    |   |   |   |                                  |   |
|                    |   |   |   |                                  |   |
| London,                 |   |   |   |                                  |   |
| (place, date)           |   |   |   | (legally binding  signature(s))       |   |
|                    |   |   |   |                                  |   |
|                    |   |   |   |                                  |   |
|                    |   |   |   |                                  |   |
|                    |   |   |   | ING Bank Deutschland AG               |   |
|                    |   |   |   |                                  |   |
|                    |   |   |   |                                  |   |
| Frankfurt an Main       |   |   |   |                                  |   |
| (place, date)      |   |   |   | (legally binding  signature(s))  |   |
|                    |   |   |   |                                  |   |
|                    |   |   |   |                                  |   |
| Munich,                 |   |   |   | Bayerische Landesbank            |   |
| (place, date)           |   |   |   |                                  |   |
|                    |   |   |   |                                  |   |
|                    |   |   |   |                                  |   |
|                    |   |   |   |                                  |   |
|                    |   |   |   | (legally binding  signature(s))       |   |
|                    |   |   |   |                                  |   |
|                    |   |   |   |                                  |   |
|                    |   |   |   |                                  |   |
|                    |   |   |   |                                  |   |

 

 

32

----

Annex 1a

 

ING Bank Deutschland AG

Hahnstrasse 49

Frankfurt am Main

Federal Republic of Germany

 

For the attention of: [                    ]

 

 

Certificatefor Reimbursement

 

 

Credit Agreement dated 25 November 2005 in the amount of USD 123,797,863[as increased by USD 17,311,827*] (the “Credit Agreement”)

 

 

We hereby confirm to you that we have paid to the Exporter an amount ofUSD                    representing the last 85% of the total value of equipment delivered/licenseproducts provided* by the Exporter under the Amended Export Contract / ExportContract / Export Contracts / Additional Export Contract* during the periodfrom                            (date)to                     (date).

 

 

According to Clause 3.2.a) of the Credit Agreement, the amount of USD                   is thus to be paid to us to our account no.                   with                       .

 

We confirm that the Representations and Warranties mentioned underClause 13 of the Credit Agreement are true and correct in all material respectas of the date hereof.

 

 
|          |   |
|---------------|--------|
| (place)(date) |

 

 

OJSC Mobile TeleSystems

 

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

 

 

We, the undersigned, herewith confirm havingdelivered/provided* the above captioned equipment/license products and havingreceived the above-mentioned amount(s). We also confirm having received the 15%down payment associated with the above captioned deliveries/provisions oflicense products.*.*
|          |   |
|---------------|--------|
| (place)(date) |

 

 

Alcatel SEL AG

 

 

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

 

**** Please delete as appropriate***

 

 

33

----

 

Annex 1b

 

ING Bank Deutschland AG

Hahnstrasse 49

Frankfurt am Main

Federal Republic of Germany

 

For the attention of: [                               ]

 

 

 

Certificatefor Disbursement

 

 

 

 

Credit Agreement dated 25 November 2005 in the amount of USD 123,797,863[as increased by USD 17,311,827*](the “Credit Agreement”)

 

 

We hereby confirm to you that during the period from                     (date) to                     (date) we have delivered equipment/provided license products* under the AmendedExport Contract / Export Contract / Export Contracts / Additional ExportContract* in the total value of USD                        and we have presented to you documents in conformity with Clause 3.2.b) of theCredit Agreement.

 

At present, the amount due to us under the Export Contracts / AdditionalExport Contract* on the basis of the aforementioned deliveries/provisions oflicense products amounts to 85% of the deliveries/provisions of licenseproducts**.*

 

We confirm having received the 15% down paymentassociated with the aforementioned deliveries/provisions of license products**.*

 

According to Clause 3.2.b) of the Credit Agreement, the amount of USD                 is thus to be paid to us. Please effect payment to us to our account no.                  with                         .

 

 

 

 
|    |   |   |   |
|---------|--------|--------|--------|
| (place) |   | (date) |   |

 

 

 

 

Alcatel SEL AG

 

 

 

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

 

 

 

 

* ***Please delete as appropriate***

 

 

34

----

 

Annex 1c

 

To

OJSC Mobile TeleSystems

4 Marksistskaya Street

Moscow 109147

Russian Federation

 

 

 

Certificate for Disbursement

for the Insurance Premium

 

 

 

Credit Agreement dated 25 November 2005 in the amount of USD 123,797,863[as increased by USD 17,311,827*](the “Credit Agreement”)

 

 

 

Dear Sirs,

 

As per the attached copy of the invoice of Hermes dated                 the Insurance Premium / Additional Insurance Premium* in the amount of USD                    was/will become due and payable to Hermes on                               ..According to Clause 11.2 / 11.3* of the Credit Agreement, the amount of USD                        is payable to us/ In order to achieve fulfilment of the condition precedent asper Article 4.2.b) and your obligations as per Article 11.2/ 11.3* please payto us the Insurance Premium / Additional Insurance Premium* calculated by theFacility Agent to amount to USD                which will become due and payable to Hermes shortly*.

 

Please remit the aforementioned amount to [                                             ].Reimbursement to you will be made pursuant to Clause 3.4 of the CreditAgreement.

 

 

 

 

 
| Frankfurt  am Main, |   |                    |   |
|---------------------|--------|-------------------------|--------|
|                |   | ING Bank Deutschland AG |   |

 

 

 

 

 

***Please delete as appropriate**

 

 

35

----

 

Annex 1d

 

 

ING Bank Deutschland AG

Hahnstrasse 49

Frankfurt am Main

Federal Republic of Germany

 

 

For the attention of: [                          ]

 

 

Certificatefor Reimbursement

incase of application of the Special Payment Procedure

 

 

 

 

Credit Agreement dated 25 November 2005 in the amount of USD 123,797,863[as increased by USD 17,311,827*](the “Credit Agreement”)

 

 

We hereby confirm to you that the Exporter made deliveries/providedlicense products* under the Amended Export Contract / Export Contract / ExportContracts / Additional Export Contract* during the period from                             (date) to                               (date) in the total amount of USD                     and that we have instructed the Passport Bank to effect payment of USD                to the Exporter representing the last 85% of the total value of such deliveriesmade/license products provided*.

 

According to Clause 3.2.a) of the Credit Agreement, the amount of USD                          is thus to be paid to us to our account no.                 with the Passport Bank.

 

We confirm that the Representations and Warranties mentioned underClause 13 of the Credit Agreement are true and correct in all material respectas of the date hereof.

 
|          |   |
|---------------|--------|
| (place)(date) |

 

 

OJSC Mobile TeleSystems

 

 

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

 

 

 

 

 

 

**** Please delete as appropriate***

 

 

36

----

 

Annex 1e

 

To

OJSC Mobile TeleSystems

4 Marksistskaya Street

Moscow 109147

Russian Federation

 

 

 

 

 

Certificate for Disbursement for the Insurance Premium

in case of application of the Special Payment Procedure

 

 

 

 

Credit Agreement dated 25November 2005 in the amount of USD 123,797,863[as increased by USD 17,311,827*](the “Credit Agreement”)

 

 

 

 

Dear Sirs,

 

As per the attached copy ofthe invoice of Hermes dated                    the Insurance Premium in the amount of USD                    was/will become due and payable to Hermes on                        .

 

 

According to Clause 11.2 ofthe Credit Agreement, the amount of USD                           is payable to us/In order to achieve fulfilment of the condition precedent asper Article 4.2.b) and your obligations as per Article 11.2 please pay to us,through the Passport Bank, the Insurance Premium calculated by the FacilityAgent to amount to USD                    which will become due and payable to Hermes shortly*.

 

Please instruct the PassportBank to remit the aforementioned amount to us in accordance with the terms andconditions of the certain disbursement agreement entered into between you, usand the Passport Bank, and which provides for the Special Payment Procedure.Reimbursement to you will be made pursuant to Clause 3.4 of the CreditAgreement.

 

 
| Frankfurt  am Main, |   |                    |   |
|---------------------|--------|-------------------------|--------|
|                |   | ING Bank Deutschland AG |   |

 

 

 

 

 

**** Please delete as appropriate***

*** ***

 

37

----

 

Annex 1f

 

 

ING Bank Deutschland AG

Hahnstrasse 49

Frankfurt am Main

Federal Republic of Germany

 

 

For the attention of: [                               ]

 

 

Requestfor a fixed interest rate

 

 

 

 

Credit Agreement dated 25 November 2005 in the amount of USD 123,797,863[as increased by USD 17,311,827*] (the “Credit Agreement”)

 

 

We refer to Clause 5.2 (d) of the Credit Agreement. We hereby requestthe Lenders to offer us a fixed interest rate for all amounts outstanding underthe Credit Agreement and for the remaining amount and lifetime of the Credits.

 

We confirm that the Representations and Warranties mentioned underClause 13 of the Credit Agreement are true and correct in all material respectas of the date hereof.

 

 

 

 
|          |   |
|---------------|--------|
| (place)(date) |

 

 

OJSC Mobile TeleSystems

 

 

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

 

 

38

----

 

#### Annex 2

 

 

ING Bank Deutschland AG

Hahnstrasse 49

Frankfurt am Main

Federal Republic of Germany

 

 

For the attention of: [                              ]

 

 

 

 

Confirmation of Coming intoForce of the Export Contracts / Additional Export Contract *

 

 

 

 

Credit Agreement dated 25 November 2005 in the amount of USD 123,797,863[as increased by USD 17,311,827*]

 

 

Wehereby confirm to you that the Amended Export Contract between OJSC MobileTeleSystems in the Russian Federation and Alcatel SEL AG for USD 150,000,000000 has come into force on                                 and the Export Contract between OJSC Mobile TeleSystems in the RussianFederation and Alcatel SEL AG for USD 70,000,000 has come into force on                           ./ We hereby confirm to you that the Additional Export Contract for USD18,700,000 which forms part of the Export Contract between OJSC MobileTeleSystems in the Russian Federation and Alcatel SEL AG came into force on                                .

 

 

 
|                                            |   |                                            |   |                       |   |   |
|-------------------------------------------------|--------|-------------------------------------------------|--------|----------------------------|--------|--------|
| (place)                                         |   | (date)                                          |   | (place)                    |   | (date) |
|                                            |   |                                            |   |                       |   |   |
|                                            |   |                                            |   |                       |   |   |
|                                            |   |                                            |   |                       |   |   |
|                                            |   |                                            |   |                       |   |   |
| Alcatel  SEL AG                                 |   |                                            |   | OJSC  Mobile TeleSystems   |
|                                            |   |                                            |   | in  the Russian Federation |
|                                            |   |                                            |   |                       |   |   |
|                                            |   |                                            |   |                       |   |   |
|                                            |   |                                            |   |                       |   |   |
|                                            |   |                                            |
| (legally  binding signature(s) of the Exporter) |   | (legally  binding signature(s) of the Borrower) |
|                                                 |        |                                                 |        |                            |        |        |  |  |

 

 

 

**** Please delete as appropriate***

*** ***

 

39

----

 

Annex 3a

 

ING Bank Deutschland AG

Hahnstrasse 49

Frankfurt am Main

Federal Republic of Germany

 

 

For the attention of: [                     ]

 

 

Confirmationof Mean-weighted Date of Delivery of Equipment and License Products in relationto the Export Contracts

 

 

 

Credit Agreement dated 25 November 2005 in the amount of USD123,797,863.

 

 

We hereby confirm to you that in respect of the Export Contracts asmentioned in the Preamble of the above-mentioned Credit Agreement themean-weighted date of delivery of equipment and license products and foroperation in relation to the several operation units (starting point) tookplace on                             .

 

 

 

 
|    |   |   |   |
|---------|--------|--------|--------|
| (place) |   | (date) |   |

 

 

 

 

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

 

 

40

----

 

Annex 3b

 

ING Bank Deutschland AG

Hahnstrasse 49

Frankfurt am Main

Federal Republic of Germany

 

 

For the attention of: [                           ]

 

 

 

Confirmationof Mean-weighted Date of Delivery of Equipment and License Products

inrelation to the Additional Export Contract

 

 

Credit Agreement dated 25 November 2005 in the amount of USD 123,797,863as increased by USD 17,311,827

 

 

We hereby confirm to you that in respect of the Additional ExportContract as mentioned in the Preamble of the above-mentioned Credit Agreementthe mean-weighted date of delivery of equipment and license products inrelation to the additional operation units (starting point) took place on                        .

 

 

 

 
|    |   |   |   |
|---------|--------|--------|--------|
| (place) |   | (date) |   |

 

 

 

 

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

 

 

41

----

 

Annex 4

 

 

 

ING Bank Deutschland AG

Hahnstrasse 49

Frankfurt am Main

Federal Republic of Germany

 

 

For the attention of: [                          ]

 

 

 

Specimen Signature List

 

 

 

 

 

Credit Agreement dated 25 November 2005 in the amount of USD 123,797,863[as increased by USD 17,311,827.*]

 

 

 

Dear Sirs,

 

Pursuant to the provisions of the above CreditAgreement we are required to provide you with certified specimen signatures ofthose persons authorised to act on our behalf in connection with the saidCredit Agreement.

 

Accordingly, we herewith confirm to you thatthe persons listed hereafter are authorised to act on our behalf in connectionwith the said Credit Agreement.

 

 

42

----

 

A. Persons (if any) authorised to sign singly:

 
| **Person** | ** ** | **First Name** | ** ** | **Surname** | ** ** | **Position** | ** ** | **Date of Birth** | ** ** | **Place of Birth** | ** ** | **Nationality** |
|------------|------------|----------------|------------|-------------|------------|--------------|------------|-------------------|------------|--------------------|------------|-----------------|
|       |       |           |       |        |       |         |       |              |       |               |       |            |
| 1          |       |           |       |        |       |         |       |              |       |               |       |            |
|       |       |           |       |        |       |         |       |              |       |               |       |            |
| 2          |       |           |       |        |       |         |       |              |       |               |       |            |
|       |       |           |       |        |       |         |       |              |       |               |       |            |
| 3          |       |           |       |        |       |         |       |              |       |               |       |            |
|       |       |           |       |        |       |         |       |              |       |               |       |            |

 
| **Person** | ** ** | **Address** | ** ** | **Sort  and Number********of Identity Card** | ** ** | **Identity  Card********Issuing Authority** | ** ** | **Specimen  Signature** |
|------------|------------|-------------|------------|----------------------------------------------|------------|---------------------------------------------|------------|-------------------------|
| ** ** | ** ** | ** **  | ** ** | ** **                                   | ** ** | ** **                                  | ** ** | ** **              |
| 1          |       |        |       |                                         |       |                                        |       |                    |
|       |       |        |       |                                         |       |                                        |       |                    |
| 2          |       |        |       |                                         |       |                                        |       |                    |
|       |       |        |       |                                         |       |                                        |       |                    |
| 3          |       |        |       |                                         |       |                                        |       |                    |
|       |       |        |       |                                         |       |                                        |       |                    |

 

B. Persons authorised to sign jointly with anyperson from Group A or B:

 
| **Person** | ** ** | **First Name** | ** ** | **Surname** | ** ** | **Position** | ** ** | **Date of Birth** | ** ** | **Place of Birth** | ** ** | **Nationality** |
|------------|------------|----------------|------------|-------------|------------|--------------|------------|-------------------|------------|--------------------|------------|-----------------|
|       |       |           |       |        |       |         |       |              |       |               |       |            |
| 1          |       |           |       |        |       |         |       |              |       |               |       |            |
|       |       |           |       |        |       |         |       |              |       |               |       |            |
| 2          |       |           |       |        |       |         |       |              |       |               |       |            |
|       |       |           |       |        |       |         |       |              |       |               |       |            |
| 3          |       |           |       |        |       |         |       |              |       |               |       |            |
|       |       |           |       |        |       |         |       |              |       |               |       |            |

 
| **Person** | ** ** | **Address** | ** ** | **Sort and Number********of Identity Card** | ** ** | **Identity Card********Issuing Authority** | ** ** | **Specimen Signature** |
|------------|------------|-------------|------------|---------------------------------------------|------------|--------------------------------------------|------------|------------------------|
| ** ** | ** ** | ** **  | ** ** | ** **                                  | ** ** | ** **                                 | ** ** | ** **             |
| 1          |       |        |       |                                        |       |                                       |       |                   |
|       |       |        |       |                                        |       |                                       |       |                   |
| 2          |       |        |       |                                        |       |                                       |       |                   |
|       |       |        |       |                                        |       |                                       |       |                   |
| 3          |       |        |       |                                        |       |                                       |       |                   |
|       |       |        |       |                                        |       |                                       |       |                   |

 

 

43

----

 

I,                                                   (please specify title), hereby certify that the specimen signatures listedabove are the authentic signatures of persons authorised to act on the Borrower’sbehalf in connection with the Credit Agreement in the amount of USD                      .

 

 

 
|    |   |   |                           |   |
|---------|--------|--------|--------------------------------|--------|
| (place) |   | (date) | (legally  binding signature of |
|    |   |   | )                              |   |
|         |        |        |                                |        |  |

 

 

 

 

I/We,                              (ING Bank Eurasia ZAO), hereby certify the authenticity of the above signatureof                        .

 

 
|    |   |   |   | (  ING Bank Eurasia ZAO) |   |
|---------|--------|--------|--------|--------------------------|--------|
| (place) |   | (date) |   |

 

 

 

 
|   |   |   |                                                             |   |   |
|--------|--------|--------|------------------------------------------------------------------|--------|--------|
|   |   |   | (legally  binding signature(s)*, with name(s) and  position(s))* |

 

 

44

----

 

## Annex 5

 

[on the letterhead of the Borrower]

 

Smeets, Haas, Wolff

Partnerschaft von Rechtsanwälten

Eschersheimer Landstraβe 121

D-60322 Frankfurt am Main

Federal Republic of Germany

 

Credit Agreement dated 25 November 2005 in the amount of USD 123,797,863(the “Credit Agreement”)

 

Dear Sirs,

 

On 25 November 2005 OJSC Mobile TeleSystems, 4Marksistskaya Street, Moscow 109147

Russian Federation entered into a CreditAgreement with HSBC Bank plc, 8 Canada Square, London E14 5HQ, United Kingdom,ING Bank Deutschland AG, Hahnstrasse 49, Frankfurt am Main, Federal Republic ofGermany and Bayerische Landesbank, Department 6422, Brienner Strasse 18,D-80333 München , Federal Republic of Germany. The provisions of the CreditAgreement provide for that we shall appoint an agent of process for the purposeof accepting service of process in the Federal Republic of Germany. We herebyappoint you as our authorised agent of process for that purpose, limited solelyto service of process in connection with actions which might arise under theCredit Agreement. We hereby irrevocably authorise you to accept all services ofprocess in connection with those actions in our name and to receive allcorrespondence, documents and declarations related thereto until 25 November2015 (“Termination Date”). You have agreed a compensation of € 5,000.00 (Eurofive thousand) plus VAT, if any, for the period until the Termination Date.

 

Upon receipt of any process served on you or ofany correspondence, document and declaration related thereto, you are hereby instructedto notify us at the above mentioned address unless we notify you in writing ofanother address. If it is deemed necessary by you to do so in the best of ourinterest, you are hereby authorised to notify us in your discretion by telex,telefax or telephone of the contents of the process served on you and ofcorrespondence, documents or declarations received by you. Once each suchnotice has been made, you have fulfilled your obligations under this agreement.

 

Your liability as our authorised agent ofprocess will be restricted to cases of wilful misconduct and gross negligence.The relationship between you and our company is governed by the laws of theFederal Republic of Germany. Your liability as our authorised agent of processis limited to € 1,000,000.00 (Euro one million) except for cases of wilfulmisconduct and gross negligence. Sec. 254 German Civil Code applies.

 

Exclusive place of jurisdiction shall beFrankfurt am Main, Federal Republic of Germany.

 

 

Yours sincerely,

 
|                                            |   |
|-------------------------------------------------|--------|
| (legally  binding signature(s) of the Borrower) |   |
|                                            |   |
|                                            |   |
| Accepted:                                       |   |
|                                            |   |
|                                            |   |
| Smeets,  Haas, Wolff                            |   |
|                                            |
|                                            |   |
| (legally  binding signature(s)                  |   |
|                                            |   |
|                                                 |        |  |