**Exhibit 4.53**

**CREDITAGREEMENT**

###### Dated October 18th, 2005

between

OJSC Mobile TeleSystems, Russian Federation

as Borrower

and

# HSBC Bank plc

ING Bank Deutschland AG

Commerzbank Aktiengesellschaft

# asMandated Lead Arrangers and Lenders

# and

# HSBCBank plc

asFacility Agent

and

BHF-BANK Aktiengesellschaft

as Hermes Agent

1

----

 

**Tableof Contents**

Preamble

Clause
| 1.  | Definitions and Interpretations                                             | 5  |
|-----|-----------------------------------------------------------------------------|----|
| 2.  | Amount and Purpose of  the Credits                                          | 8  |
| 3.  | Disbursements /  Reimbursements                                             | 11 |
| 4.  | Conditions Precedent to  Disbursements / Reimbursements                     | 13 |
| 5.  | Interest Periods,  Interest, Increased Costs                                | 15 |
| 6.  | Fees                                                                        | 18 |
| 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)             | 27 |
| 15. | Assignability                                                               | 29 |
| 16. | Statements and Notices                                                      | 30 |
| 17. | Miscellaneous                                                               | 30 |
| 18. | Currency Indemnity                                                          | 31 |
| 19. | Applicable Law, Place  of Performance and Jurisdiction                      | 31 |
| 20. | General Provisions                                                          | 32 |

 

2

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**Annexesto the Credit Agreement**

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

 

3

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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,Federal Republic of Germany

and

Commerzbank Aktiengesellschaft Frankfurt amMain, Federal Republic of Germany

(each a “Lender” and together the “Lenders”)

and

HSBC Bank plc. as Facility Agent (“theFacility Agent”)

and

BHF-BANK Aktiengesellschaft, Frankfurt amMain, Federal Republic of Germany as Hermes Agent (the “Hermes Agent”).

Preamble

 
| A.     |   | On 17 December 2004 the Borrower concluded  contract number 4825/04-MTC (the “Export Contract”) with Siemens  Aktiengesellschaft, Berlin-Munich, Federal Republic of Germany (the  “Exporter”) for the delivery of telecommunication equipment and provision of  software licenses for a GSM 900/1800 cellular network.                                                                                |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
| B.     |   | The total contract value of the deliveries that may  be made and services that may be rendered under the Export Contract amounts  to USD 166,381,200 (the “Total Contract Value”).                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
| C.     |   | According to the Export Contract the  deliveries/services shall be made/rendered through the placement of  individual purchase orders issued between February 1st, 2005 to December 31st, 2005. Installation and  commissioning work will be carried out by OOO Siemens, Moscow, and is not  subject of financing hereunder.                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
| D.     |   | The value of the orders expected to be made by the  Borrower under the Export Contract until December 31st, 2005 amounts to USD  135,785,732 and is to be paid, according to the terms of the Export Contract,  as follows:                                                                                                                                                                                                |
|   |   | (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 made/services  rendered within 15 days of such deliveries/services. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
| E.     |   | The Borrower and the Exporter may also agree to  enter into a further contract for the supply of additional telecommunications  equipment or to make additional orders under the Export Contract (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. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                            |   |   |
|        |        |                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |  |  |  |

4

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| F.     |   | The total additional contract value of further  deliveries to be made and services to be rendered under the Additional Export  Contract (if such Additional Export Contract is agreed) is expected to amount  up to USD 30,595,468 (the “Total Additional Contract Value”).                                                                                           |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                            |   |   |
| G.     |   | The terms of the Additional Export Contract (if  agreed) are expected to enable deliveries/services to be made/rendered  through a further series of purchase orders beginning on January 1st, 2006                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                            |   |   |
| H.     |   | The Total Additional Contract Value (if the  Additional Export Contract is agreed) is expected to consist of 15% down  payments 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. |

 

This being premised, it is hereby agreed asfollows:

1.                             Definitions andInterpretations
| Additional Export Contract    | means an additional contract which may be entered  into between the Borrower and the Exporter or additional deliveries or  services rendered under the Export Contract 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, Amsterdam, Moscow and  Frankfurt am Main                                                                                                                |
|                          |                                                                                                                                                                                                                                                           |
| Borrower                      | means OJSC Mobile TeleSystems, 4 Marksistskaya  Street, Moscow 109147, Russian Federation Payment  details: foreign currency account No. 40702840500001001817 with ING Bank  (Eurasia) ZAO, Moscow 123022, Krasnaya Presnja Str., 31 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                                                           |
|                          |                                                                                                                                                                                                                                                           |

5

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| Credit Agreement       | means this agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Export Contract        | means the contract between the Borrower and the  Exporter defined in Article A of the Preamble                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Exporter               | means Siemens  Aktiengesellschaft, Hofmannstrasse 51, 81379 Munich, Federal Republic of  Germany                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Facility Agent         | means HSBC Bank plc, 8 Canada Square, London E14  5HQ, United Kingdom                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Hermes                 | means the German export credit agency Euler Hermes  Kreditversicherungs-AG, Hamburg, Federal Republic of Germany                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| Hermes Agent           | means BHF-BANK  Aktiengesellschaft, Bockenheimer Landstrasse 10, 60323 Frankfurt am Main,  Federal Republic of Germany                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 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 Kingdom 

Payment 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/FC1072 

 

and 

ING Bank Deutschland AG,  Hahnstrasse 49, 60606 Frankfurt am Main, Germany 

Payment details SWIFT CHASUS33, account number ING  Belgium / Swift BBBRUBEBB in favour of ING Bank Deutschland AG / SWIFT  INGBDEFF quoting ref. SEF/MTS-Siemens 

 

and 

Commerzbank Aktiengesellschaft,  Munich branch, Postbox, D-80791 Munich, Germany 

Payment details: SWIFT COBADEFF700 via COBAUS3XXXX,  account number 213219900 USD held with Commerzbank Aktiengesellschaft, New  York branch in the name of Mobile Telesystems OJSC quoting ref. LCO München |

6

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| 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 the deliveries made  or services rendered as defined in Article D of the Preamble                                                                                              |
|                               |                                                                                                                                                                                                               |
| Partial  Additional Contract Value | means the part of the value of the deliveries made  or services rendered as defined in Article H of the Preamble                                                                                              |
|                               |                                                                                                                                                                                                               |
| Reference Banks                    | means the London offices of HSBC Bank plc and ING  Bank N.V. and Commerzbank Aktiengesellschaft                                                                                                                    |
|                               |                                                                                                                                                                                                               |
| Repayment  Date(s)                 | means the date(s) as defined in Clause 5.1.d)                                                                                                                                                                 |
|                               |                                                                                                                                                                                                               |
| Passport Bank                      | means OOO HSBC Bank (RR) 9, Dmitrovsky pereulok,  Moscow 103031, Russian Federation or such other bank as approved by the  Facility Agent                                                                          |
|                               |                                                                                                                                                                                                               |
|  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  Contract for deliveries made and services rendered thereunder as defined in  Article B of the Preamble                                                   |
|                               |                                                                                                                                                                                                               |
| Total Additional  Contract Value   | means the aggregate price agreed upon in the  Additional Export Contract for deliveries to be made and services to be  rendered 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, Ukraine                                                                                                 |
|                               |                                                                                                                                                                                                               |

7

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| 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 ofthe Credits

 
| 2.1    | The Lenders grant to  the Borrower a credit in an aggregate amount of up to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | USD  125,725,500

(in  words: United States Dollars one hundred and twenty five million seven  hundred and twenty five thousand five hundred)

(“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  28,321,000

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

(“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”.

  |
| 2.2    | Credits shall consist  of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

8

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|        | a)                       Tranche 1  in an amount of USD 115,417,872 (in words: United States Dollars one hundred  and fifteen million four hundred and seventeen thousand and eight hundred  seventy two) which shall be available for the financing of the Partial  Contract Value either (i) still due and payable to the Exporter  resulting from deliveries made/services rendered under the Export Contract,  or (ii) payable to the Borrower resulting from deliveries made /  services rendered under the Export Contract for which payment has been made,  directly by the Borrower to the Exporter; and 

 

b)                      Tranche 2  in an amount of USD 10,307,628 (in words: United States Dollars ten million  three hundred and seven thousand six hundred and twenty eight) 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 26,006,148 (in words: United States Dollars twenty  six million six thousand one hundred and forty eight) which shall be  available for the financing of the Partial Additional Contract Value either  (i) still due and payable to the Exporter resulting from deliveries  made/services rendered under the Additional Export Contract, or  (ii) payable to the Borrower resulting from deliveries made / services  rendered 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 up to USD 2,314,852 (in words: United States Dollars two  million three hundred and fourteen thousand eight hundred and fifty two)  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 deliveries made/services rendered  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 deliveries made/services  rendered under the Export Contract 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 deliveries made/services rendered under the Export Contract;  (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 deliveries made/services rendered 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 deliveries  made/services rendered 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Credit A |
|   | 8 Canada Square                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 35%, max. USD 44,003,925 |
|   | London E14 5HQ                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (in words: United States Dollars forty four million  three thousand nine hundred and twenty five) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Credit B (optional financing) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 35%, up to max. USD 9,912,350 (in words: United  States Dollars nine million nine hundred and twelve thousand three hundred  and fifty) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   | ING Bank Deutschland AG                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Credit A |
|   | Hahnstrasse 49                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 35%, max. USD 44,003,925 |
|   | 60606 Frankfurt am Main                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | (in words: United States Dollars forty four million  three thousand nine hundred and twenty five) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Credit B (optional financing)  35%, up to max. USD 9,912,350   (in words: United States Dollars nine million nine hundred and twelve  thousand three hundred and fifty) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   | Commerzbank Aktiengesellschaft                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Credit A |
|   | Munich branch                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 30%, max. USD 37,717,650 |
|   | Postbox, D-80791, Munich                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | (in words: United States Dollars thirty seven  million seven hundred and seventeen thousand six hundred and fifty) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Credit B (optional financing) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 30%, up to max. USD 8,496,300 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (in words: United States Dollars eight million four  hundred and ninety six thousand three hundred) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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| 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.                                                                                                                                                                                                                                                     |

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|        | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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| 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  Contract, 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. 

  The Borrower and the Lenders acknowledge and agree to the Exporter’s intent  to provide the Facility Agent, upon any delivery having been made/service  having been rendered under the Export Contract for which the Borrower shall  make direct payment to the Exporter out of other funds than of this Credit  Agreement before being reimbursed in accordance with this Clause 3.2.a), with  copies of the respective delivery documents or invoice, as the case may be.  It is the common understanding of the parties hereto that the dispatch of  such copies to the Facility Agent shall be for information purposes only;  therefore shall neither the failure of the Exporter to send such copies  prevent the Lenders in any way from making reimbursements, nor shall the  delivery of such copies oblige the Lenders to make reimbursements under this  Clause 3.2.a), in particular not in case of any of the conditions precedent  for disbursement / reimbursement not being fulfilled. 

 

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 deliveries made/services rendered in an amount equal to  85% of the value of such deliveries/services 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 equipment deliveries 

 

                -   a copy of the commercial invoice issued by  the Exporter; 

                -   a copy of the international waybill  relating to such equipment. 

 

           In case of licenses 

 

                -   a copy of the commercial invoice issued by  the Exporter; 

                -   a copy of the acceptance certificate,  signed by the Borrower and the Exporter. 

 

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.

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| 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 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  disbursement or reimbursement under Tranche 1 (and if applicable, Tranche 3)  has not previously been made. |
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| 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.                              |
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| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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| 4.     | Conditions Precedent to  Disbursements / Reimbursements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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| 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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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|        | 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 Contract has  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 Contract; 

 

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 asPassport Bank;  

 

h)       evidence that the down  payment referred to in Article D of the Preamble has been made to  theExporter 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. |
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|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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| 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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

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|        | 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; and

 

b)       payment of 100% of the  Insurance Premium and, as the case may be, 100% of the Additional Insurance  Premium.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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| 4.3    | Moreover, the first  disbursement under this Credit Agreement by way of direct disbursement to the  Exporter as per Clause 3.2. 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 in form  and substance satisfactory to the Lenders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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| 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 made/services rendered under the Export Contract  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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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| 5.     | Interest Periods,  Interest, Increased Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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| 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 

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|        |            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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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| 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 per 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) is 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 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, |
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|   | (ii)       the exact Repayment  Dates for the repayment instalments of the Credits stand firm in the case of  either Credit A or Credit B,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |

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(iii)      the Borrower’s  request in the form of Annex 1 f 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 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, 

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

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|        |          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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 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 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 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 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 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 mutandis 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 acceptance of equipment and software 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) 30 September 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 |

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|        | 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 software relating to the deliveries made/services  rendered 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 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 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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| 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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| 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. London time on the respective due date at the Facility  Agent’s free disposal to the account of the Facility Agent held with HSBC  Bank USA, New York, SWIFT MRMDUS33 account number 000-023868, in favour  of HSBC Bank plc London, SWIFT MIDLGB22, account number 36677449 in the name  of Project and Export Finance, quoting reference 53M/FC1072 or such other  account with such other financial institution as notified by the Facility  Agent to the Borrower.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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| 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|        | consistently relied  upon.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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| 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. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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| 10.    | Taxes, Levies, Duties  and Other Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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| 10.1   | Definitions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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a)                                      Inthis Credit Agreement

“Protected Party” means a Lender, which is or will besubject to any liability, or required to make any payment, for or on account ofTax in relation to a sum received or receivable (or any sum deemed for thepurposes of Tax to be received or receivable) under this Credit Agreement.

“Qualifying Lender” means a Lender, which is situatedfor tax purposes in (i) the Russian Federation, (ii) in a Tax TreatyJurisdiction or (iii) in the United Kingdom or the Federal Republic ofGermany.

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“Tax” means any tax, levy, duty or other charge orwithholding of a similar nature (including any penalty or interest payable inconnection with any failure to pay or any delay in paying any of the same).

“Tax Credit” means a credit against, relief orremission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding foror on account of Tax from a payment under this Credit Agreement.

“Tax Payment” means an increased payment made by theBorrower to a Lender under Clause 10.2 or a payment underClause 10.3.

“Tax Treaty Jurisdiction” means a jurisdiction, whichhas in force a double tax treaty with the Russian Federation (or with the Unionof Soviet Socialist Republics to which the Russian Federation has succeeded),which provides for full exemption from Russian withholding tax on interestderived from a source within the Russian Federation payable to a resident ofsuch jurisdiction.

b)                                     Unlessa contrary indication appears, in this Clause 10 a reference to “determines”or “determined” means a determination made in the absolute discretion of theperson making the determination.
| 10.2   | Tax Gross up                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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|   | 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 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

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the payment an originalreceipt (or certified copy thereof) demonstrating that the Tax Deduction hasbeen made or (as applicable) any appropriate payment paid to the relevanttaxing authority.

 

10.3                   Tax Indemnity

 

a)                              TheBorrower shall promptly pay to a Protected Party through the Facility Agent anamount equal to the loss, liability or cost which that Protected Partydetermines has been suffered for or on account of Tax by that Protected Partyin respect of this Credit Agreement.

 

b)                             Paragraph(a) above shall not apply:

 

(i)                             withrespect to any Tax assessed on a Lender:

 

(A)                      under thelaw of the jurisdiction in which that Lender is incorporated or, if different,the jurisdiction (or jurisdictions) in which that Lender is treated as residentfor tax purposes; or

 

(B)                        under thelaw of the jurisdiction in which that Lender’s facility office is located inrespect of amounts received or receivable in that jurisdiction,

 

if that Tax is imposed onor calculated by reference to the net income received or receivable (but notany sum deemed to be received or receivable) by that Lender; or

 

(ii)                          to theextent a loss, liability or cost:

 

(C)      is compensated for by anincreased payment under Clause 10.2; or

 

(D)     would have been compensatedfor by an increased payment under Clause 10.2 but was not so compensated solelybecause one of the exclusions in paragraph d) of Clause 10.2 applied.

 

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

 

d)                             AProtected Party shall, on receiving a payment from the Borrower under thisClause 10.3, notify the Facility Agent.

 

10.4                   Tax Credit

 

If the Borrower makes aTax Payment and the relevant Lender determines that:

 

(a)                          A TaxCredit is attributable to that Tax Payment; and

 

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

 

the Lender shall (withinthree Business Days of demand by the Borrower) pay through the Facility Agentan 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 inhad the Tax Payment not been made by the Borrower.

 

                                        However,if the relevant Lender should be obliged by any law, regulation or court or anyother official decision to repay any Tax Credit obtained by such Lender andpaid to the Borrower pursuant to the preceding paragraph, or if any such TaxCredit should otherwise be officially revoked, the Borrower shall promptly upondemand of such Lender and against reasonable 

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                                        evidenceof such repayment obligation or revocation, as the case may be, refund therespective Lender through the Facility Agent of such amount.

 

10.5                   Withoutprejudice to the Borrower’s obligations/the Lenders’ rights according to Clause10.2 and 10.3, in the event of withholding taxes being imposed in the RussianFederation on payments due under this Credit Agreement that are eligible forexemption and provided that the Borrower and/or the Lenders can claim suchexemption with the result that they are released from any obligation to paysuch taxes, the Borrower hereby undertakes to apply with the competentauthorities in the Russian Federation to be exempted and released from suchtaxes and to provide the Facility Agent with a tax exemption certificate or anyother evidence of such tax exemption, all in form and substance as reasonablymay be required by the Lenders through the Facility Agent. In turn, in order toenjoy the benefits of an applicable convention on avoidance of double taxationeach Lender undertakes to submit to the Borrower a certificate of its residencein the form and in the manner required by Russian Law, provided that anyexpenses incurred by a Lender in doing so shall be borne by the Borrower. Theform of the certificate as well as its main items shall be advised by theBorrower to the Facility Agent reasonably in advance.

 

10.6                   Withoutprejudice to the Lenders’ rights under this Credit Agreement, in particularunder this Clause 10, the Borrower shall pay to, or reimburse the Lendersthrough the Facility Agent upon demand for (i) any stamp duties,registration fees and similar taxes and charges in connection with this CreditAgreement and (ii) all legal fees (including VAT) and out-of-pocketexpenses incurred by the Lenders and/or the Facility Agent in connection withthe negotiation, preparation, documentation and execution of this CreditAgreement provided that in relation to Credit A only all such fees and expensesshall not exceed USD 15,000.00 (plus VAT and disbursements, plus costs forrequired translation of any of the finance documents related to this CreditAgreement into the Russian language) and (iii) any costs, includinglawyer’s fees and taxes arising thereon, in connection with the preservationand enforcement of the Lenders’ rights under this Credit Agreement.

                                        

10.7                   Each Lender andthe Facility Agent hereby undertake prior to issuance of any invoices to theBorrower to discuss the invoicing procedure with the Borrower in writtencorrespondence and further undertake to provide the Borrower upon its requestas soon reasonably practicable with the original invoices and an original(updated) residency certificate (apostilled and together with a translationinto Russian).

 

11.                         Guaranteeof the Federal Republic of Germany for tied Buyer’s Credits

 

11.1                   The HermesAgent on behalf of the Lenders has applied for insurance cover of 95% of theLenders’ claims arising from this Credit Agreement by the Federal Republic ofGermany, represented by Hermes by means of an insurance agreement (the“Insurance Agreement”). Credit A will be made available on the basis of suchInsurance Agreement and the terms and conditions governing it. In the eventthat additional insurance cover is provided by Hermes for the purposes offinancing being made available for Credit B hereunder, then Credit B will bemade available on the basis of such supplemental insurance (“SupplementalInsurance Agreement”) and the terms and conditions governing it.

The Lenders are entitled to give information on the Credit Agreement and thetransactions contemplated thereby to the competent authorities of the FederalRepublic of Germany and the European Union and to allow such authoritiesperusal of all records that may be connected with this Credit Agreement and tofurnish them with copies thereof.

 

 

11.2                   The Borrowerundertakes to reimburse and indemnify the Lenders through the Facility Agent infull for and against the aggregate amount of premiums and charges (the“Insurance Premium”) payable by the Lenders through the Facility Agent toHermes under the Insurance Agreement for insurance cover of their paymentclaims arising from Credit A of this Credit Agreement.

 

                                        TheInsurance Premium shall be paid by the Borrower immediately upon written demandby the Facility Agent in accordance with Annex 1c or Annex 1e, as the case maybe, provided that the

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                                        insurancepremium is payable (and is either already due or will become due shortly) bythe Lenders to Hermes under the Insurance Agreement***.***

 

 

11.3                   In the eventthat additional financing in the form of Credit B is made available to theBorrower, the Borrower undertakes to reimburse and indemnify the Lendersthrough the Facility Agent in full for and against the additional amount ofpremiums and charges (the “Additional Insurance Premium”) payable by the Lendersthrough the Facility Agent to Hermes under the Supplemental Insurance Agreementfor additional insurance cover of their payment claims arising from Credit B ofthis Credit Agreement. The second paragraph of Clause 11.2 shall apply mutatismutandis hereto.

 

 

11.4                   Prior to thefirst Repayment Date under this Credit Agreement or - in case of disbursementsor reimbursements after such date - upon disbursement in full of the Credits,the Facility Agent will procure the recalculation by Hermes of the amount ofInsurance Premium (or as applicable, the amount of Additional InsurancePremium) payable to Hermes and will provide the Borrower with reasonableevidence of the correctness of such recalculation if the Insurance Premium (oras applicable, the Additional Insurance Premium) payable for cover with respectto this Credit Agreement does not equal the aggregate amounts which theBorrower has paid to the Facility Agent as per Clause 11.2 or, as the case maybe, Clause 11.3 hereof towards reimbursement of such Insurance Premium (or asapplicable the Additional Insurance Premium).

 

                                        If the aggregate amount reimbursed by theBorrower is more than the respective Insurance Premium (or if applicable, theAdditional Insurance Premium), on the Interest Payment Date following the dateon which the Lenders have received the excess amount from Hermes the Lendersthrough the Facility Agent will refund the excess amount to the Borrower.Payment of the excess amount to the Borrower as per the preceding sentenceshall be made by the Lenders through the Facility Agent by application of theamounts thus to be refunded to the Borrower towards partial prepayment of theCredit disbursed and then still outstanding under this Credit Agreement. Inorder to achieve the purpose laid down in this paragraph on the due datethereof the excess amount to be paid to the Borrower shall - at the option ofthe Lenders either equally and proportionally or in the inverse order ofmaturities - be set off by the Lenders against repayment installments thenstill outstanding under this Credit Agreement without any prior notice by theLenders to the Borrower with regard thereto. The Lenders through the FacilityAgent will inform the Borrower without delay of any such set-off.

 

                                        If the aggregate amount paid by the Borrowertowards reimbursement against the respective Insurance Premium (or ifapplicable, the Additional Insurance Premium) was less than the InsurancePremium (or if applicable, the Additional Insurance Premium) payable by theLenders, the Borrower undertakes upon request of the Facility Agent within 30calendar days to pay to the Facility Agent the balance in favor of the Lenders.

                                        

12.                         Suspensionof Disbursement, Payments Immediately Due (Events of Default)

                                        

12.1                   The Lendersacting through the Facility Agent shall be entitled to suspend each and/or anyfuture disbursement of the Credits in whole or in part, and/or to terminatethis Credit Agreement, and/or to demand immediate repayment of all creditamounts outstanding, as well as the payment of all interest and fees accruedthereon, any charges and other claims incidental thereto, if:

 

a)                              theBorrower fails to fulfil any payment obligation whether in respect ofprincipal, interest or any other amount under this Credit Agreement when dueand payable unless

 

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

(ii) paymentis made within three Banking Days of the due date;

 

or

 

b)                             theBorrower breaches or fails to fulfil any other obligation under this CreditAgreement and in case of any such breach or failure capable of being remedied,such failure or breach is not 

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                                        remediedwithin 10 Banking Days after the Facility Agent has notified the Borrower inwriting of such failure or breach;

 

                                        or

 

c)                              anyrepresentation, warranty or statement in this Credit Agreement or any otherdocument provided by the Borrower under the terms of this Credit Agreement  is or proves to be or to have been incorrector untrue in any material respect at any time during the term of this CreditAgreement and in case that such incorrectness is capable of being remedied -whereas the determination of such capability shall be upon the sole butreasonable discretion of the Lenders - such incorrectness is not cured within15 Banking Days after the Facility Agent has notified the Borrower in writingof such incorrectness;

 

                                        or

 

d)                             theBorrower shall fail to pay when due or within any applicable period of graceany 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 anycreditor other than any of the Lenders (including any of their Affiliates) suchfailure by the Borrower shall not constitute an event of default under thissub-clause if (i) the overdue amounts in relation to the Borrower inaggregate do not exceed USD 10,000,000.00 or the equivalent thereof in anyother currency, or (ii) in the event of any such failure by the Borrowerexceeding the aforementioned amount any such default is remedied (including bywaiver or amendment) within 15 calendar days after the due date of therespective payment obligation or after lapse of any applicable period of graceunless the respective creditor accelerates the relevant indebtedness before;

 

                                        or

 

e)                              atany time it shall become unlawful for the Borrower (provided that such event,if capable of being cured in the reasonable opinion of the Lenders, is notcured within 30 Business Days from the date it became unlawful) to perform anyor all of its obligations under this Credit Agreement (including, withoutlimitation, any governmental or other consent, licence or authorisationrequired to make this Credit Agreement legal, valid, binding and enforceable,or required at any time to enable the Borrower to perform its obligations underthis Credit Agreement, ceasing to be in full force and effect);

 

                                        or

 

f)                                anymaterial provision of this Credit Agreement is or becomes invalid orunenforceable;

 

                                        or

 

g)                             theBorrower shall enter into voluntary suspension of payments, bankruptcy, liquidationor dissolution, or shall become insolvent, or a receiver or liquidator shall beappointed on all or any material part of the undertaking or assets of theBorrower or proceedings are commenced by or against the Borrower under any lawor regulation providing for any reorganisation, arrangement, readjustment ofdebts, dissolution or liquidation or any act shall be done or event shall occurwhich under the laws of the relevant jurisdiction has a substantially similareffect to any of the foregoing act or event, provided that an event of defaultwill not occur under this sub-clause g) in respect of any petition orapplication being initiated or commenced by any person other than the Borrowerif the petition or application is - in the sole discretion of the Lenders -frivolous or vexatious and is withdrawn or rejected within 30 calendar daysfrom the date of such application and before a court order for the commencementof any such procedure has been made;

 

                                        or

 

h)                             the Borroweradmits its inability to meet its payment obligations to any of the Lenders orto 

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                                        any othercreditor or to convert the funds necessary to effect such payments into thecurrency payable under agreements with parties domiciled outside of its countryor to transfer such payments, or the Borrower admits - towards any of theLenders - its unwillingness with regard to any of the aforementioned actions;

 

                                        or

 

i)                                 anymaterial adverse change shall occur in the financial condition or operations,assets, prospects, business or the legal status of the Borrower such that it isreasonably likely that the Borrower may not, or will be unable to perform orobserve its obligations under this Credit Agreement,

 

provided, however, thatin 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 continuingthe Lenders through the Facility Agent shall be entitled to suspenddisbursements / reimbursements under this Credit Agreement prior to the expiryof the grace period for remedy of the relevant events of default.

                                        

12.2                   Insofar as anystatements made by the Facility Agent according to Clause 12.1 are sent byairmail (with a copy by fax), these statements shall be deemed to have beenreceived not later than on the 10th Banking Day after their dispatch. If suchstatements are made by means of telecommunication, the day following theirdispatch shall be deemed as the date of receipt.

                                        

13.                         Representationsand Warranties

 

TheBorrower hereby represents and warrants to the Lenders that

a)                            theBorrower is a corporation duly incorporated under the laws of the RussianFederation, validly existing and in good standing;

b)                           theBorrower has the power to own its assets and carry on its business as it isbeing conducted;

c)                            theBorrower is not entitled to claim immunity from suit, execution, attachment orother legal process in any proceedings taken in the Russian Federation inrelation to this Credit Agreement;

d)                           theBorrower has full power and legal right to execute, deliver and to perform thisCredit Agreement;

e)                            theexecution, delivery and performance of this Credit Agreement will not violateany provisions of, and have duly and validly been authorised under, the laws,regulations, orders and decrees of the Russian Federation or any othercompetent Russian authority and all consents, licences, approvals,authorisations and instrumentalities of, and registrations and/or declarationswith any authority within the Russian Federation required in connection withthe valid execution, delivery, performance or enforceability of this CreditAgreement (including without limitation the obtaining and transfer in USD ofall amounts due under this Credit Agreement) have been obtained and made andare in full force and effect;

f)                              eachaction necessary under the statutes of the Borrower or under any otheragreement or instrument binding on the Borrower to authorise the execution,delivery and/or performance of this Credit Agreement has been duly taken andthe execution, delivery and performance of this Credit Agreement will notconflict with, or constitute a breach of the statutes of the Borrower or anysuch agreement or instrument binding upon the Borrower;

g)                           theBorrower is not in default under any agreement or instrument constitutingpresent or future payment obligations as debtor, surety or guarantor;

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h)                           otherthan the UMC Litigation no litigation, administration or insolvency proceedingsare pending or, to the knowledge of the Borrower are threatened, whichadversely determined, would reasonably be expected to have a material adverseeffect on the assets or financial condition of the Borrower or on its right orability to perform its obligations hereunder or would affect the legality,validity or enforceability of this Credit Agreement; and

i)                               allits payment obligations in connection with this Credit Agreement rank at leastpari passu in point of preference and security with all other unsecured andunsubordinated existing and future indebtedness owed to any creditor other thanthe Lenders, except for any preference being due to mandatory law.

14.        Financial Statements, Information andUndertakings (Covenants)

Untilsuch date as all obligations incurred under this Credit Agreement have beenfulfilled in full, the Borrower shall:

a)                            furnishthe Facility Agent within 6 months from the end of its financial year withaudited annual financial statements (including profit and loss accounts andexplanatory notes) prepared in accordance with US GAAP (US Generally AcceptedAccounting Principles, Standards and Practices) and provide the Facility Agentwith such additional financial information as the Facility Agent may from timeto time reasonably request. In the event that completion and adoption of thefinancial statements should be delayed, the Borrower shall furnish the FacilityAgent with provisional profit and loss accounts and balance sheet figureswithin 6 months after the end of its financial year;

b)                           informthe Facility Agent without delay of the occurrence of any of the eventsmentioned in Clause 12 hereof and in the event any of the Representations andWarranties mentioned in Clause 13 hereof ceases to be true or correct in anymaterial respect;

c)                            onlywith the prior written consent of the Lenders agree upon any modificationand/or amendment to the Export Contract or, as the case may be, the AdditionalExport Contract, which represents a material change to the Export Contract orAdditional Export Contract, including but not limited to changes in theprice/currency, terms of payment, country of origin, delivery and/orinstallation periods etc.;

d)                           obtainand keep in full force all authorisations, licenses, approvals and permits(governmental or otherwise) which are required for the validity andenforceability of this Credit Agreement;

e)                            complywith all applicable laws, rules, regulations and orders including allenvironmental laws and all applicable restrictions imposed by all governmentalauthorities (including but not limited to the central bank of the RussianFederation) and do all such acts and things which are required thereunder, iffailure 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 orexpenses or otherwise, under this Credit Agreement in strict compliance withits terms;

f)                              procurethat no substantial change is made to the general nature or scope of itsbusiness from that carried out on the date of this Credit Agreement andforthwith inform the Facility Agent of any circumstances which might result insuch change provided that the Borrower may amalgamate, merge, demerge orconsolidate with any Affiliate as part of any corporate restructuring unlessany such action would result in a material adverse change which falls withinthe scope of application of Clause 12.1.i) hereof;

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g)                           immediatelyupon the Borrower’s knowledge or awareness thereof inform the Facility Agent ofany forthcoming amalgamation, demerger, merger, consolidation or corporatereconstruction of the Borrower;

h)                           ensurethat neither in a single transaction nor in a series of transactions, whetherrelated 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)            madein the ordinary course of trading of the disposing entity;

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

(iii)                               made by the Borrower to anyAffiliate of the Borrower unless any such transaction would result in amaterial adverse change which falls within the scope of application of Clause12.1.i) hereof;

(iv)                              forcash or cash equivalents;

(v)                                 wherethe book value of such asset (when aggregated with the book value of each otherasset disposed of under this sub-clause (v)) (in each case as calculated inaccordance with US GAAP) does not exceed 25% of the Borrower’s Total Assets inany financial year of the Borrower and provided that at all times the disposalof such assets will be made for full consideration and will not lead to anymaterial adverse change which would fall within the scope of Clause 12.1 i). Atthe request of the Facility Agent (any such request to be made no more thanonce per calendar quarter, unless an Event of Default is continuing), theBorrower shall provide a certificate to the Agent setting out in reasonabledetail the book value of any assets disposed of under this sub-clause (v) (calculatedin accordance with US GAAP); or

(vi)                              involvingthe transfer of any or all of the Borrower’s shares in UMC pursuant to the UMCLitigation to a person that is not the Borrower or any of its Subsidiaries.******

When calculatingthe Borrower’s Total Assets under sub-clause (v) above, if the annualconsolidated balance sheet of the Borrower for the immediately precedingfinancial year of the Borrower is not available, the Borrower’s Total Assetsshall be calculated by reference to the draft audit report then available forthat financial year and any other evidence reasonably requested by, andreasonably satisfactory to, the Facility Agent.

i)                               doall such things as are necessary to maintain its corporate existence and ensurethat it has the right and is duly qualified to conduct its business;

j)                               notcreate or agree to create any mortgage, charge, pledge, lien or other securityinterest on the whole or any part of its assets to secure any indebtedness owedto any creditor other than the Lenders (for the avoidance of doubt, anysuretyship or guarantee shall not be deemed a security for the purposes of thisparagraph), unless the Credits shall at the same time be secured equally andrateably therewith to the Lenders’ satisfaction other than any Permitted Lien(as defined hereinafter)

“Permitted Lien” means:

(i)          anylien on any property or assets of any person existing at the time such personis merged or consolidated with or into the Borrower and not created incontemplation of such event;

(ii)       anylien existing on any property or assets prior to the acquisition thereof by theBorrower and not created in contemplation of such acquisition;

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(iii)           any lien on any property or assets securingindebtedness of the Borrower incurred or assumed for the purpose of financingall or part of the cost of acquiring or constructing or refurbishing anyproperty or assets, provided that the aggregate principal amount of allindebtedness secured by liens under this sub-Clause (iii) shall not exceedthe lower of (x) the purchase price of such property or assets and (y) thefair market value of such property or assets at the time of acquisition, orconstruction or refurbishment;

(iv)  any netting orset-off arrangement entered into in the ordinary course of the Borrower’sbanking arrangements for the purpose of netting debit and credit balances;

(v)         any lien arising by operation of law either (a) inthe ordinary course of business; or (b) in respect of taxes, assessments,government charges or claims, including without limitation those in favour ofRussian governmental fiscal authorities;

(vi)          any lien on the property or assets of theBorrower securing inter-company indebtedness;

(vii)       any extension, renewal or replacement of anylien described in sub-Clauses (i) to (vi) above, provided that (a) suchextension, renewal or replacement shall be no more restrictive in any materialrespect than the original lien, (b) the amount of indebtedness secured bysuch lien is not increased and (c) if the property, income or assetssecuring the indebtedness subject to such lien are changed in connection withsuch refinancing, extension or replacement, the fair market value of theproperty, income or assets is not increased;

(viii)    any other lien, pledge, mortgage or other typeof encumbrance, provided that immediately after giving effect to such lien,pledge, mortgage or other type of encumbrance the Borrower’s securedindebtedness in the aggregate do not exceed 10% of the book value of theaggregate amount of the Borrower’s total assets, determined by reference to itsmost 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 encumbrancesincurred in the ordinary course of business and not interfering in any materialrespect with the business of the Borrower or the Business of any Subsidiary ofthe Borrower, including any encumbrance with respect to an equity interest ofany joint venture agreement;

k)                            ensurethat its payment obligations under this Credit Agreement rank at least paripassu with all its other present and future unsecured payment obligations.

15.                       Assignability

15.1 The Borrower may notassign all or any of its rights and claims under this Credit Agreement.

15.2  Unless (i) the assignment is to an Affiliateof 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 Lendershall require the consent of the Borrower, provided that (x) such consentshall not be unreasonably withheld or delayed; and (y) unless the Borrowerhas notified the Facility Agent to the contrary within 5 Banking Days ofreceiving notice of the intended assignment, the Borrower will be deemed tohave given consent to that assignment.

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15.3 Any Lender may alsodisclose to any person to whom it assigns or intends to assign its rights andobligations hereunder such information about the Borrower and the CreditAgreement, as such Lender shall consider necessary.

16.                       Statementsand 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:

+  7 095 223-2183

Attention  of Mr. Nikolay V. Tsekhomsky

Vice  President — Chief Financial Officer

+  7 095 223-2168

Attention  of Ms. Marina V. Zabolotneva

Head  of the Treasury Department |
|                   |                                                                                                                                                                                                                         |
| Facility  Agent:       | HSBC  Bank plc                                                                                                                                                                                                               |
| (for  and on behalf of | Level  17, Project and Export Finance                                                                                                                                                                                        |
| the  Lenders)          | 8  Canada Square                                                                                                                                                                                                             |
|                   | London  E14 5HQ                                                                                                                                                                                                              |
|                   | United  Kingdom                                                                                                                                                                                                              |
|                   |                                                                                                                                                                                                                         |
|                   | Telefax:+44  207 992 4428 (Attention of: Mr Alan Marshall)                                                                                                                                                                   |

 
| 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 17.1   | This Credit Agreement is independent from the Export  Contract 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 Contract 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 Contract 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 Contract and,  as the case may be, the Additional Export Contract. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 17.2   | In satisfaction of the Lenders’ respective  obligations under the Money Laundering Act, to record                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

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|        | 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. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 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 (United Nations Commission on  International Trade Law) Model Law on International Commercial Arbitration.  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 Landstraße 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

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|        | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

 

32

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|                                                                                                                            | OJSC Mobile TeleSystems                                            |
|---------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------|
|                                                                                                                            |                                                               |
|                                                                                                                            |                                                               |
| Moscow, _________________________                                                                                               | _____________________     ____________________ |
| (place, date)                   STAMP | (legally binding  signature(s))                                    |
|                                                                                                                            |                                                               |
|                                                                                                                            |                                                               |
|                                                                                                                            |                                                               |
|                                                                                                                            | HSBC Bank plc. as the  Lender                                      |
|                                                                                                                            |                                                               |
|                                                                                                                            |                                                               |
| London, __________________________                                                                                              | ________________________________                                   |
| (place, date)                                                                                                                   | (legally binding  signature(s))                                    |
|                                                                                                                            |  

 

HSBC Bank plc. as the  Facility Agent

       |
|                                                                                                                            |                                                               |
|                                                                                                                            |                                                               |
|                                                                                                                            | ING Bank Deutschland AG                                            |
|                                                                                                                            |                                                               |
|                                                                                                                            |                                                               |
| Frankfurt am Main, ____________                                                                                                 | ________________________________                                   |
| (place, date)                                                                                                                   | (legally binding  signature(s))                                    |
|                                                                                                                            |                                                               |
|                                                                                                                            |                                                               |
|                                                                                                                            |                                                               |
|                                                                                                                            | Commerzbank  Aktiengesellschaft                                    |
|                                                                                                                            |                                                               |
|                                                                                                                            |                                                               |
| Frankfurt am Main, ____________                                                                                                 | ________________________________                                   |
| (place, date)                                                                                                                   | (legally binding  signature(s))                                    |
|                                                                                                                            |                                                               |
|                                                                                                                            |                                                               |
|                                                                                                                            |                                                               |
|                                                                                                                            | BHF-BANK Aktiengesellschaft as the Hermes Agent                    |
|                                                                                                                            |                                                               |
|                                                                                                                            |                                                               |
| Frankfurt am Main, _____________                                                                                                | ________________________________                                   |
| (place, date)                                                                                                                   | (legally binding  signature(s))                                    |
|                                                                                                                            |                                                               |

 

33

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Annex 1a

HSBC Bank plc

Level 17, Project andExport Finance

8 Canada Square

London E14 5HQ

United Kingdom

For the attention of: Mr Alan Marshall

Certificate forReimbursement

Credit Agreement dated October 18th, 2005 in the amount of USD125,725,500 [as increased by USD 28,321,000*](the “Credit Agreement”)

We hereby confirm to youthat we have paid to the Exporter an amount of USD _____________ representingthe last 85% of the total value of deliveries made/services rendered* by theExporter under the Export Contract / Additional Export Contract* during theperiod from ______________(date) to ___________(date).

According to Clause3.2.a) of the Credit Agreement, the amount of USD__________ is thus to be paidto us to our account no. _________ with ____________

We confirm that theRepresentations and Warranties mentioned under Clause 13 of the CreditAgreement are true and correct in all material respect as of the date hereof.

_________________________________(place)(date)

OJSC Mobile TeleSystems

___________________________________(legally binding signature(s) of the Borrower)

We,the undersigned, herewith confirm having made/rendered* the above captioneddeliveries/services* and having received the above-mentioned amount(s). We alsoconfirm having received the 15% down payment associated with the abovecaptioned deliveries/services**.*

_______________________________(place)(date)

SiemensAktiengesellschaft

___________________________________(legally binding signature(s) of the Exporter)

 

----

**** Please delete as appropriate***

34

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Annex 1b

HSBC Bank plc

Level 17, Project andExport Finance

8 Canada Square

London E14 5HQ

United Kingdom

For the attention of: Mr Alan Marshall

Certificate forDisbursement

Credit Agreement dated October 18th, 2005 in the amount of USD125,725,500 [as increased by USD 28,321,000*](the “Credit Agreement”)

We hereby confirm to youthat during the period from ______________(date) to ___________(date) we havemade deliveries/rendered services* of _____________ under the Export Contract /Additional Export Contract* in the total value of USD ____________ and we havepresented to you documents in conformity with Clause 3.2.b) of the CreditAgreement.

At present, the amountdue to us under the Export Contract / Additional Export Contract* on the basisof the aforementioned deliveries/services amounts to 85% of thedeliveries/services*.*

Weconfirm having received the 15% down payment associated with the aforementioneddeliveries/services**.*

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)

SiemensAktiengesellschaft

___________________________________(legally binding signature(s) of the Exporter)

----

* ***Please delete as appropriate***

35

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Annex 1c

ToOJSC Mobile TeleSystems4 Marksistskaya StreetMoscow 109147Russian Federation

__________________

Certificate forDisbursementfor the Insurance Premium

Credit Agreement dated October 18th, 2005 in the amount of USD125,725,500 [as increased by USD 28,321,000*](the “Credit Agreement”)

Dear Sirs,

As per the attached copyof the invoice of Hermes dated ___________ the Insurance Premium / AdditionalInsurance Premium* in the amount of USD __________ was/will become due andpayable to Hermes on _______________ .According to Clause 11.2 / 11.3* of theCredit Agreement, the amount of USD _____________ is payable to us/ In order toachieve fulfilment of the condition precedent as per Article 4.2.b) andyour obligations as per Article 11.2 / 11.3* please pay to us theInsurance Premium / Additional Insurance Premium* calculated by the FacilityAgent to amount to USD__________ which will become due and payable to Hermesshortly*.

Please remit theaforementioned amount to SWIFT MRMDUS33, account number 000-023868 heldwith HSBC Bank USA, New York, in favour of HSBC Bank plc, London, SWIFTMIDLGB22 account number 36677449 in the name of Project and Export Finance quotingref 53M/FC1072. Reimbursement to you will be made pursuant to Clause 3.4 of theCredit Agreement.

London, _____________                                                                   __________________________                                                                                                                 HSBCBank plc

----

*** Pleasedelete as appropriate**

** **

36

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Annex 1d

HSBC Bank plc

Level 17, Project andExport Finance

8 Canada Square

London E14 5HQ

United Kingdom

For the attention of: Mr Alan Marshall

Certificate forReimbursementin case of application of the Special Payment Procedure

Credit Agreement dated October 18th, 2005 in the amount of USD125,725,500 [as increased by USD 28,321,000*](the “Credit Agreement”)

We hereby confirm to youthat the Exporter made deliveries/rendered services* under the Export Contract/ Additional Export Contract* during the period from ______________(date) to ___________(date)in the total amount of USD _________ and that we have instructed the PassportBank to effect payment of USD ___________ to the Exporter representing the last85% of the total value of such deliveries made/services rendered*.

According to Clause3.2.a) of the Credit Agreement, the amount of USD__________ is thus to be paidto us to our account no. _________ with the Passport Bank.

We confirm that theRepresentations and Warranties mentioned under Clause 13 of the CreditAgreement are true and correct in all material respect as of the date hereof.

_________________________________(place)(date)

OJSC Mobile TeleSystems

___________________________________(legally binding signature(s) of the Borrower)

 

 

----

****Please delete as appropriate***

37

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Annex 1e

ToOJSC Mobile TeleSystems4 Marksistskaya StreetMoscow 109147Russian Federation

__________________

Certificate forDisbursement for the Insurance Premiumin case of application of the Special Payment Procedure

Credit Agreement dated October 18th, 2005 in the amount of USD125,725,500 [as increased by USD 28,321,000*](the “Credit Agreement”)

Dear Sirs,

As per the attached copyof the invoice of Hermes dated ___________ the Insurance Premium in the amountof USD __________ was/will become due and payable to Hermes on _______________..

According to Clause 11.2of the Credit Agreement, the amount of USD _____________ is payable to us/Inorder to achieve fulfilment of the condition precedent as per Article 4.2.b)and your obligations as per Article 11.2 please pay to us, through thePassport Bank, the Insurance Premium calculated by the Facility Agent to amountto USD __________ which will become due and payable to Hermes shortly*.

Please instruct thePassport Bank to remit the aforementioned amount to us in accordance with theterms and conditions of the certain disbursement agreement entered into betweenyou, us and the Passport Bank, and which provides for the Special PaymentProcedure. Reimbursement to you will be made pursuant to Clause 3.4 of theCredit Agreement.

London, _____________                                                                   __________________________                                                                                                                 HSBCBank plc

----

#### **** Please delete as appropriate***

38

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####  

Annex 1f

HSBC Bank plc

Level 17, Project andExport Finance

8 Canada Square

London E14 5HQ

United Kingdom

For the attention of: Mr Alan Marshall

Request for a fixedinterest rate

Credit Agreement dated October 18th, 2005 in the amount of USD125,725,500 [as increased by USD 28,321,000*](the “Credit Agreement”)

We refer to Clause 5.2 (d) ofthe Credit Agreement. We hereby request the Lenders to offer us a fixed interestrate for all amounts outstanding under the Credit Agreement and for theremaining amount and lifetime of the Credits.

We confirm that theRepresentations and Warranties mentioned under Clause 13 of the CreditAgreement are true and correct in all material respect as of the date hereof.

_________________________________(place)(date)

OJSC Mobile TeleSystems

___________________________________(legally binding signature(s) of the Borrower)

39

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#### Annex 2

HSBC Bank plc

Level 17, Project andExport Finance

8 Canada Square

London E14 5HQ

United Kingdom

For the attention of: Mr Alan Marshall

Confirmation ofComing into Force of the Export Contract* / Additional Export Contract*

Credit Agreement dated October 18th, 2005 in the amount of USD125,725,500 [as increased by USD 28,321,000*](the “Credit Agreement”)

We hereby confirmto you that the Export Contract between OJSC Mobile TeleSystems in the RussianFederation and Siemens Aktiengesellschaft dated 17 December 2004 for USD166,381,200hascome into force on ________________ . * / We hereby confirm to you that theAdditional Export Contract between OJSC Mobile TeleSystems in the RussianFederation and Siemens Aktiengesellschaft dated [_____________] for USD [_____________]has come into force on ________________ . *

_____________              _____________                                       _______________               ______________(place)                                (date)                                                           (place)                                      (date)

Siemens Aktiengesellschaft                                                                OJSCMobile TeleSystems

                                            `                                                                    inthe Russian Federation

__________________________________                                  _________________________________(legally binding signature(s) of the Exporter)                                   (legally binding signature(s) ofthe                                                                                                                  Borrower)

----

****Please delete as appropriate***

40

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Annex 3a

HSBC Bank plc

Level 17, Project andExport Finance

8 Canada Square

London E14 5HQ

United Kingdom

For the attention of: Mr Alan Marshall

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

Credit Agreement dated October 18th, 2005 in the amount of USD125,725,500 [as increased by USD 28,321,000*](the “Credit Agreement”)

We hereby confirm to you that in respect of the ExportContract as mentioned in the Preamble of the above-mentioned Credit Agreementthe mean-weighted acceptance of equipment and software and for operation inrelation to the several operation units (starting point) took place on ______________..

_____________              _____________(place)                                (date)

 

_________________

__________________________________(legally binding signature(s) of the Exporter)

----

****Please delete as appropriate***

41

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Annex 3b

HSBC Bank plc

Level 17, Project andExport Finance

8 Canada Square

London E14 5HQ

United Kingdom

For the attention of: Mr Alan Marshall

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

Credit Agreement dated October 18th, 2005 in the amount of USD125,725,500 [as increased by USD 28,321,000*](the “Credit Agreement”)

We hereby confirm to you that in respect of theAdditional Export Contract as mentioned in the Preamble of the above-mentionedCredit Agreement the mean-weighted acceptance of equipment and software inrelation to the additional operation units (starting point) took place on ______________..

_____________              _____________(place)                                (date)

 

_________________

__________________________________(legally binding signature(s) of the Exporter)

*** ***

----

****Please delete as appropriate***

42

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Annex 4

HSBC Bank plc

Level 17, Project andExport Finance

8 Canada Square

London E14 5HQ

United Kingdom

For the attention of: Mr Alan Marshall

Specimen Signature List

Credit Agreement dated October 18th, 2005 in the amount of USD125,725,500 [as increased by USD 28,321,000*](the “Credit Agreement”)

Dear Sirs,

Pursuant to the provisions of the above Credit Agreement we arerequired to provide you with certified specimen signatures of those personsauthorised to act on our behalf in connection with the said Credit Agreement.

Accordingly, we herewith confirm to you that the persons listedhereafter are authorised to act on our behalf in connection with the saidCredit Agreement.

43

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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 any person from Group A orB:

 
| **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          |       |        |       |                                  |       |                                 |       |                   |       |

 

I, ____________________________(please specify title), hereby certifythat the specimen signatures listed above are the authentic signatures ofpersons authorised to act on the Borrower’s behalf in connection with theCredit Agreement in the amount of USD ___________

______________           ________________                                ____________________________(place)                                (date)                                                           (legallybinding signature of                                                                                                                 ______________________)

44

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I/We, ___________________________(OOO HSBC Bank (RR), Moscow), herebycertify the authenticity of the above signature of _________________ .

________________       _________________                              ___________________(OOOHSBC Bank (RR), Moscow)(place)                                (date)

                                                                                                _____________________________                                                                                                                 (legallybinding signature(s)*, with name(s) andposition(s))*

*** ***

----

****Please delete as appropriate***

45

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##  

## Annex 5

[on the letterhead of the Borrower]

Smeets, Haas, Wolff

Partnerschaft von Rechtsanwälten

Eschersheimer Landstraße 121

D-60322 Frankfurt am Main

Federal Republic of Germany

Credit Agreement dated October 18th, 2005 in the amount of USD125,725,500 (the “Credit Agreement”)

Dear Sirs,

On October 18th, 2005 OJSC Mobile TeleSystems, 4 Marksistskaya Street, Moscow 109147 Russian Federation entered into aCredit Agreement with HSBC Bank plc, 8 Canada Square, London E14 5HQ, UnitedKingdom and ING Bank Deutschland AG, Hahnstrasse 49, 60606 Frankfurt amMain,Germany, Commerzbank Aktiengesellschaft, Munich branch, Postbox, D-80791,Munich, Germany, BHF-BANK Aktiengesellschaft, Bockenheimer Landstraße 10,Frankfurt am Main, 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 October 1st, 2015 (“Termination Date”).You have agreed to a compensation of € 5,000.00 (Euro five thousand) plus VAT,if any, for the period until the Termination Date.

Upon receipt of any process served on you or of any correspondence,document and declaration related thereto, you are hereby instructed to notifyus at the above mentioned address unless we notify you in writing of anotheraddress. If it is deemed necessary by you to do so in the best of our interest,you are hereby authorised to notify us in your discretion by telex, telefax ortelephone of the contents of the process served on you and of correspondence,documents or declarations received by you. Once each such notice has made, youhave fulfilled your obligations under this agreement.

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

Exclusive place of jurisdiction shall be Frankfurt am Main, FederalRepublic of Germany.

Yours sincerely,

____________________________________(legally binding signature(s) of the Borrower)

Accepted:

Smeets, Haas, Wolff

_________________________(legally binding signature(s)

 

46

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