**Exhibit 4.55.1**

 

AMENDMENT ANDTRANSFER AGREEMENT

dated 26 July 2004

for

**MOBILE TELESYSTEMS OPEN JOINT STOCK COMPANY**

arranged by

**ABN AMRO BANK N.V.HSBC BANK PLCING BANK N.V. RAIFFEISEN ZENTRALBANK OESTERREICH AG**

as Original Mandated Lead Arrangers

**BANK AUSTRIA CREDITANSTALTAGCOMMERZBANK AKTIENGESELLSCHAFT**

as NewMandated Lead Arrangers

and

**BARCLAYS CAPITAL**

**(the investment banking division of Barclays Bank PLC)**

as AdditionalNew Mandated Lead Arranger

with

**THE FINANCIAL INSTITUTIONS** listed in Schedule 1

and

**ING BANK N.V., LONDON BRANCH**

acting asAgent

relating to a Facility Agreement dated 26 July 2004

 

 

 

PaveletskayaSq. 2, bld.2Moscow 115054

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

Ref MIYB

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| **1**                                                 | ** ** | **DEFINITIONS  AND INTERPRETATION** | 1 |
|-------------------------------------------------------|------------|-------------------------------------|---|
| **2**                                                 | ** ** | **CONDITIONS  PRECEDENT**           | 2 |
| **3**                                                 | ** ** | **REPRESENTATIONS**                 | 2 |
| **4**                                                 | ** ** | **AMENDMENTS  AND TRANSFERS**       | 3 |
| **5**                                                 | ** ** | **MISCELLANEOUS**                   | 4 |
| **6**                                                 | ** ** | **GOVERNING  LAW**                  | 5 |
| **7**                                                 | ** ** | **ARBITRATION**                     | 5 |
| **8**                                                 | ** ** | **JURISDICTION**                    | 6 |
| Schedule 1  The Original Lenders                      | 7          |
| Part 1  The Existing Lenders                     | 7          |
| Part 2  The New Lenders                          | 8          |
| Schedule 2  Conditions Precedent                      | 9          |
| Schedule 3  Amendments to Original Facility Agreement | 11         |
| Schedule 4  Transfer Details                          | 14         |

 

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THIS AGREEMENT is dated 26July 2004 and made between:

**(1)****                              Mobile Telesystems Open Joint StockCompany** (the“**Borrower**”);

**(2)****                              ABN AMRO Bank N.V., HSBC Bank plc,ING Bank N.V.** and **RaiffeisenZentralbank Oesterreich AG** as original mandated lead arrangers (the “**Original Mandated Lead Arrangers**”);

**(3)****                              Bank Austria Creditanstalt AG**and**Commerzbank Aktiengesellschaft**as new mandated lead arrangers (the “**NewMandated Lead Arrangers**”);

**(4)****                              Barclays Capital (the investmentbanking division of Barclays Bank PLC)** asadditional new mandated lead arranger (the “**AdditionalNew Mandated Lead Arranger**”);

**(5)****                              The Financial Institutions** listed in Part 1 of Schedule 1 as existing lenders (the “**Existing Lenders**”);

**(6)****                              The Financial Institutions** listed in Part 2 of Schedule 1 as new lenders (the “**New Lenders**”); and

**(7)****                              ING Bank N.V., London Branch** as agent (the “**Agent**”).

RECITALS:

(A)                           The Borrower, the Original Mandated Lead Arrangers, the New MandatedLead Arrangers, the Existing Lenders and the Agent are parties to an OriginalFacility Agreement (as defined below) providing, inter alia, for the grant of aloan facility (“**Facility 1**”) in anaggregate principal amount of US$200,000,000 and for the grant of a loanfacility (“**Facility 2**”) in anaggregate principal amount of US$300,000,000.

(B)                             The Borrower wishes to increase the aggregate principal amount ofFacility 2 from US$300,000,000 to US$400,000,000 and certain of the New Lendersare willing to provide additional commitments under Facility 2 with respect tosuch increase, subject to the terms and conditions of this Agreement.

(C)                             The New Lenders wish to become parties to the Original FacilityAgreement as Original Lenders.

(D)                            The Additional New Mandated Lead Arranger wishes to become party tothe Original Facility Agreement as a New Mandated Lead Arranger.

(E)                              Accordingly, the Borrower, the Original Mandated Lead Arrangers, theNew Mandated Lead Arrangers, the Existing Lenders, the New Lenders and theAgent wish to (i) amend certain provisions of the Original FacilityAgreement and (ii) provide for the transfer by novation of certain rightsand obligations of the Existing Lenders under the Original Facility Agreementto the New Lenders.

IT IS AGREED as follows:

**1****                                      DEFINITIONS AND INTERPRETATION**

**1.1****                            Definitions**

In this Agreement:

“**Amended Agreement**” means the OriginalFacility Agreement, as amended by this Agreement.

“**Designated New Lenders**” means Bank NatexisZAO, Banque Societe Generale Vostok, Bayerische Landesbank, BNP Paribas, IntesaBank Ireland plc, Israel Discount Bank of New York, 

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KfW IPEX-Bank, LandesbankSachsen Girozentrale, Persia International Bank plc, WestLB AG, ZAO BancaIntesa and ZAO Citibank.

“**Original Facility Agreement**” means theFacility Agreement dated 26 July 2004 between the Borrower, the OriginalMandated Lead Arrangers, the New Mandated Lead Arrangers, the Existing Lendersand the Agent.

“**Party**” means a party to this Agreement.

“**Relevant Date**” means 7 October 2004(or such later date as may be agreed by the Agent) .

“**Relevant Finance Party**” means any of the Original Mandated LeadArrangers, the New Mandated Lead Arrangers, the Additional New Mandated LeadArranger, the Existing Lenders, the New Lenders and the Agent.

“**Relevant Majority Lenders**” means Existing Lenders and NewLenders whose Commitments (as defined in the Amended Agreement) aggregate morethan 662⁄3% of the Total Commitments (as defined in the Amended Agreement).

“**Second Fee Letter**” means the letter dated on or about the dateof this Agreement between the Original Mandated Lead Arrangers and the Borrowerin relation to certain fees.

**1.2****                            Incorporation of defined terms**

(a)                               Unless a contrary indication appears, a term defined in the OriginalFacility Agreement has the same meaning in this Agreement.

(b)                              The principles of construction set out in Clause 1.2**(*Construction*)*of*the Original Facility Agreementshall have effect as if set out in this Agreement.

**1.3****                            Clauses**

In this Agreement anyreference to a “Clause” or a “Schedule” is, unless the context otherwiserequires, a reference to a Clause of or a Schedule to this Agreement.

**1.4****                            Third Party Rights**

A person who is not aparty to this Agreement has no right under the Contracts (Rights of ThirdParties) Act 1999 to enforce or to enjoy the benefit of any term of thisAgreement.

**1.5****                            Designation**

In accordance with theOriginal Facility Agreement, each of the Borrower and the Agent designates thisAgreement as a Finance Document.

**2****                                      CONDITIONS PRECEDENT**

The provisions of Clause 4(*Amendments and Transfers*) shallbe effective on the Relevant Date provided that the Agent has received all thedocuments and other evidence listed in Schedule 2 (*Conditions precedent*) in form and substance satisfactory tothe Agent on or before 1 October 2004 (or such other date as may be agreedby the Agent). The Agent shall notify the Borrower, the Existing Lenders andthe New Lenders promptly upon being so satisfied.

**3****                                      REPRESENTATIONS**

The Borrower makes theRepeating Representations, and the representations and warranties in Clauses17.8 (*Deduction of Tax*), 17.9 (*No filing or stamp taxes*) and paragraph (c) ofClause 17.13 (*Financial Statements*)of the Original Facility Agreement, by reference to the facts and circumstancesthen existing:

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(a)          on the date of this Agreement; and

(b)                               on the Relevant Date,

but as if references inClause 17 (*Representations*) tothe Original Facility Agreement are, for the purposes of (a) above,instead to this Agreement and, for the purposes of (b) above, are to theAmended Agreement.

**4****                                      AMENDMENTS AND TRANSFERS**

**4.1****                            Amendments**

Provided that the Agenthas given the notification under Clause 2 (*ConditionsPrecedent*), with effect from the Relevant Date, the OriginalFacility Agreement shall be amended as set out in Schedule 3 (*Amendments to Original Facility Agreement*).

**4.2****                            Transfers**

Provided that the Agenthas given the notification under Clause 2 (*ConditionsPrecedent*), on the Relevant Date:

(a)                                each Existing Lender shall transfer to each New Lender set outopposite its name in Schedule 4 (*TransferDetails*) by novation that part of that Existing Lender’s Commitment,rights and obligations under the Finance Documents referred to opposite thatNew Lender’s name in said Schedule 4;

(b)                               to the extent that the rights and obligations of any Existing Lenderunder the Finance Documents are transferred to a New Lender under paragraph (a) above,the Borrower and that Existing Lender shall be released from furtherobligations towards one another under the Finance Documents and theirrespective rights against one another shall be cancelled (being the “**Discharged Rights and Obligations**”);

(c)                                the Borrower and each New Lender shall assume obligations towardsone another and/or acquire rights against one another which differ from theDischarged Rights and Obligations only insofar as the Borrower and that NewLender have assumed and/or acquired the same in place of the Borrower and therelevant Existing Lender;

(d)                               the Agent, the Mandated Lead Arrangers, each New Lender and theother Lenders shall acquire the same rights and assume the same obligationsbetween themselves as they would have acquired and assumed had that New Lender beenan Existing Lender with the rights and/or obligations acquired or assumed by itas a result of the transfer under paragraph (a) above and to that extentthe Agent, the Mandated Lead Arrangers and the relevant Existing Lender shalleach be released from further obligations to each other under the FinanceDocuments;

(e)                                each New Lender shall become a party to the Amended Agreement as anOriginal Lender with the Commitments set out opposite its name under theheadings “Facility 1 Commitment” and “Facility 2 Commitment” in Schedule 1 (*The Original Lenders*) of the AmendedAgreement; and

(f)                                  each Existing Lender shall continue to be a party to the AmendedAgreement as an Original Lender with the Commitments set out opposite its nameunder the headings “Facility 1 Commitment” and “Facility 2 Commitment” inSchedule 1 (*The Original Lenders*)of the Amended Agreement.

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For the avoidance ofdoubt, all Parties agree that paragraphs (b) and (c) of Clause 22.2 (*Conditions of assignment or transfer*) ofthe Original Facility Agreement shall not apply to the transfers under thisClause 4.2.

**4.3****                            Additional Facility 2 Commitments**

Provided that the Agenthas given the notification under Clause 2 (*ConditionsPrecedent*), notwithstanding that no transfer in respect of Facility 2was made to any Designated New Lender under Clause 4.2 (*Transfers*), on the Relevant Date each ofthe Designated New Lenders shall become a party to the Amended Agreement as anOriginal Lender with the Facility 2 Commitment set out opposite its name underthe heading “Facility 2 Commitment” in Schedule 1 (*The Original Lenders*) of the Amended Agreement.

**4.4****                            Barclays Capital**

Provided that the Agenthas given the notification under Clause 2 (*ConditionsPrecedent*), on the Relevant Date the Additional New Mandated LeadArranger shall become a Party to the Amended Agreement as a New Mandated LeadArranger.

**4.5****                            Continuing obligations**

The provisions of theOriginal Facility Agreement and the other Finance Documents shall, save asamended by this Agreement, continue in full force and effect.

**5****                                      MISCELLANEOUS**

**5.1****                            Incorporation of terms**

The provisions of Clause29 (*Notices*) of the OriginalFacility Agreement shall be incorporated into this Agreement as if set out infull in this Agreement and as if references in those clauses to “this Agreement”are references to this Agreement.

**5.2****                            Counterparts**

This Agreement may beexecuted in any number of counterparts, and this has the same effect as if thesignatures on the counterparts were on a single copy of this Agreement.

**5.3****                            Limitation of responsibility of Existing Lenders**

(a)                               Unless expressly agreed to the contrary, the Existing Lenders makeno representation or warranty and assume no responsibility to the New Lendersfor:

(i)                                   the legality, validity, effectiveness, adequacy or enforceability ofthe Finance Documents or any other documents;

(ii)                                the financial condition of the Borrower;

(iii)                             the performance and observance by the Borrower of its obligationsunder the Finance Documents or any other documents; or

(iv)                            the accuracy of any statements (whether written or oral) made in orin connection with any Finance Document or any other document,

and anyrepresentations or warranties implied by law are excluded.

(b)                              Each New Lender confirms to the Existing Lenders and the other RelevantFinance Parties that it:

(i)                                   has made (and shall continue to make) its own independentinvestigation and assessment of the financial condition and affairs of theBorrower and its related entities in connection 

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                                              with its participation in this Agreement and has not reliedexclusively on any information provided to it by any Existing Lender inconnection with any Finance Document; and

(ii)                                will continue to make its own independent appraisal of thecreditworthiness of the Borrower and its related entities whilst any amount isor may be outstanding under the Finance Documents or any Commitment is inforce.

(c)                               Nothing in any Finance Document obliges an Existing Lender to:

(i)                                   accept a re-transfer from a New Lender of any of the rights andobligations transferred under Clause 4.2 (*Transfers*);or

(ii)                                support any losses directly or indirectly incurred by any New Lenderby reason of the non-performance by the Borrower of its obligations under theFinance Documents or otherwise.

**5.4****                            Transfer condition**

If, as a result ofcircumstances existing at the Relevant Date, the Borrower would be obliged tomake a payment to a New Lender under Clause 12 (*Tax gross-up and indemnities)* or Clause 13.1 *(Increased Costs)*of the AmendedAgreement, then such New Lender is only entitled to receive payment under thoseclauses to the same extent as the Existing Lender (from whom such New Lenderacquired its rights and obligations under the Finance Documents) would havebeen, if the transfer to such New Lender referred to in Schedule 4 (*Transfer Details*) had not occurred.

**6****                                      GOVERNING LAW**

This Agreement is governedby English law.

**7****                                      ARBITRATION**

**7.1****                            Arbitration**

Subject to Clause 7.4 (*Agent’s option*), any dispute arising out of or in connectionwith this Agreement (including a dispute regarding the existence, validity ortermination of this Agreement) (a “**Dispute**”) shallbe referred to and finally resolved by arbitration under the Arbitration Rules (the“**Rules**”) of the London Court ofInternational Arbitration (the “**LCIA Court**”).

**7.2****                            Procedure for arbitration**

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

(b)                              In the event the claimant(s) or the respondent(s) shallfail to nominate an arbitrator within the time limits specified in the Rules,such arbitrator shall be appointed by the LCIA Court within 15 days of suchfailure. In the event that both the claimant(s) and the respondent(s) failto nominate an arbitrator within the time limits specified in the Rules, allthree arbitrators shall be appointed by the LCIA Court within 15 days of suchfailure who shall designate one of them as chairman.

(c)                               If all the parties to an arbitration so agree, there shall be a solearbitrator appointed by the LCIA Court within 15 days of such agreement.

(d)                              The seat of arbitration shall be London, England and the language ofthe arbitration shall be English.

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7.3                              Recourse to courts

Save as provided in Clause7.4 (*Agent’s option*), the parties exclude thejurisdiction of the courts under Sections 45 and 69 of the Arbitration Act1996.

**7.4****                            Agent’soption**

Before an arbitrator hasbeen appointed by a Relevant Finance Party to determine a Dispute, the Agentmay (and, if so instructed by the Relevant Majority Lenders, shall) by noticein writing to the Borrower require that all Disputes or a specific Dispute beheard by a court of law. If the Agent gives such notice, the Dispute to whichsuch notice refers shall be determined in accordance with Clause 8 (*Jurisdiction*).

**8****                                      JURISDICTION**

**8.1****                            Jurisdiction of English courts**

(a)                               The courts of England have exclusive jurisdiction to settle allDisputes.

(b)                              The Parties agree that the courts of England are the mostappropriate and convenient courts to settle Disputes and accordingly no Partywill argue to the contrary.

(c)                               This Clause 8.1 is for the benefit of the Relevant Finance Partiesonly. As a result, no Relevant Finance Party shall be prevented from takingproceedings relating to a Dispute in any other courts with jurisdiction. To theextent allowed by law, the Relevant Finance Parties may take concurrentproceedings in any number of jurisdictions.

**8.2****                            Service of process**

Without prejudice to anyother mode of service allowed under any relevant law, the Borrower:

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

(b)                               agrees that failure by a process agent to notify it of the processwill not invalidate the proceedings concerned.

**8.3****                            Waiver of immunity**

The Borrower irrevocablyagrees that, should any party take any proceedings anywhere (whether for aninjunction, specific performance, damages or otherwise), no immunity (to theextent that it may at any time exist, whether on the grounds of sovereignty orotherwise) from those proceedings, from attachment (whether in aid ofexecution, before judgment or otherwise) of its assets or from execution ofjudgment shall be claimed by it or on behalf of it or with respect to itsassets, any such immunity being irrevocably waived. The Borrower irrevocably agreesthat it and its assets are, and shall be, subject to such proceedings,attachment or execution in respect of its obligations under the FinanceDocuments.

**This Agreementhas been entered into on the date stated at the beginning of this Agreement.**

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**Schedule 1The Original Lenders**

**Part 1The Existing Lenders**
| ABN AMRO Bank N.V.                     |   |   |
|----------------------------------------|--------|--------|
| Bank  Austria Creditanstalt AG         |   |   |
| Commerzbank  (Eurasija) SAO            |   |   |
| HSBC  Bank plc                         |   |   |
| ING  Bank N.V.                         |   |   |
| Raiffeisen  Zentralbank Oesterreich AG |   |   |
| ZAO  Raiffeisenbank Austria            |   |   |

 

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**Part 2The New Lenders**
| Bank Natexis ZAO                                    |
|-----------------------------------------------------|
| Banque  Societe Generale Vostok                     |
| Barclays  Bank PLC                                  |
| Bayerische  Landesbank                              |
| BNP  Paribas                                        |
| BTM  (Europe) Limited                               |
| Dresdner  Bank AG Niederlassung Luxemburg           |
| Intesa  Bank Ireland plc                            |
| InvestKredit  Bank AG                               |
| Israel  Discount Bank of New York                   |
| KfW  IPEX-Bank                                      |
| Landesbank  Sachsen Girozentrale                    |
| Persia  International Bank plc                      |
| Sumitomo  Mitsui Banking Corporation Europe Limited |
| WestLB  AG                                          |
| ZAO  Citibank                                       |

** **

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**Schedule 2Conditions Precedent**

**1****                                      Finance Document**

(a)                               Executed originals of this Agreement.

(b)                              Executed originals of the Second Fee Letter.

**2****                                      The Borrower**

(a)                               Certified copies of the Borrower’s duly registered constitutionaldocuments and certificates of registration (as in force at the date of thisAgreement).

(b)                              Certified copies of all corporate resolutions necessary to authorisethe Borrower to execute and perform this Agreement and any documents referredto herein and the transactions contemplated hereunder (including but notlimited to any major transaction approvals or interested party transactionapprovals, if applicable).

(c)                               Evidence of the authority of the relevant signatories of theBorrower (including, but not limited to, the Chief Accountant) to execute thisAgreement and any documents referred to herein.

(d)                              A certified copy of the most recent balance sheet of the Borrower asat the date of this Agreement.

(e)                               A certificate executed on behalf of the Borrower:

(i)                                   certifying the sample signature and office of each person that signedthis Agreement and any documents referred to herein on its behalf andcertifying that such signatories hold the positions in which capacity theyexecuted such documents; and

(ii)                                certifying that each copy document relating to it that is specifiedin this Schedule 2 is correct, complete and in full force and effect as of adate no earlier than the date of this Agreement.

**3****                                      Legal opinions**

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

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

(c)                               An in-house legal opinion of the Borrower.

**4****                                      Other documents and evidence**

(a)                               Evidence that the process agent referred to in Clause 8.2 (*Service of Process*) has accepted itsappointment.

(b)                              A copy of any other Authorisation or other document, opinion orassurance which the Agent considers to be necessary or desirable (if it hasnotified the Borrower accordingly) in connection with the entry into andperformance of the transactions contemplated by this Agreement or for thevalidity and enforceability of this Agreement.

(c)                               Evidence that the fees, costs and expenses then due from theBorrower pursuant to Clause 16 (*Costs*and*expenses*) of the Original FacilityAgreement have been paid.

(d)                              A copy of the *deal passport*of the Borrower (in the form established by Instruction No. 117-I ofthe Central Bank of the Russian Federation dated 15 June 2004) acceptedand duly certified by a Russian authorised bank and copies of all otherdocuments submitted by the Borrower to the Russian authorised bank inaccordance with applicable Russian currency control regulations, as 

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                                             the Agent may reasonably require (or evidence that all documentsrequired to obtain such *deal passport*havebeen duly submitted to ING Bank (Eurasia) ZAO by or on behalf of the Borrower).

(e)                               Such other documents or evidence which the Agent may reasonablyrequire.

Note:         Condition precedent documents need not be provided if and to theextent they have already been provided in connection with the Original FacilityAgreement (and provided that any documents provided in connection with theOriginal Facility Agreement do not need to be updated).

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**Schedule 3Amendments to Original Facility Agreement**

**1****                                     **The reference on the front cover of the Original Facility Agreementto “US$500,000,000” SHALL BE AMENDED to read “US$600,000,000”.

**2****                                     **Each reference on the front cover and on page 1 of the OriginalFacility Agreement to Bank Austria Creditanstalt AG and CommerzbankAktiengesellschaft as new mandated lead arrangers shall be supplemented byadding a reference to Barclays Capital (the investment banking division ofBarclays Bank PLC) as a new mandated lead arranger.

**3****                                     **The definition of “Fee Letters” in Clause 1.1 (*Definitions*) of the Original FacilityAgreement which currently reads:

““**Fee Letters**” means each of the letters dated 2 July 2004between the Original Mandated Lead Arrangers and the Borrower (or the Agent andthe Borrower) setting out the fees referred to in Clause 11 (*Fees*).”

SHALL BE AMENDED to read:

““**Fee Letters**” means each of the letters dated 2 July 2004,and dated on or about **                    **2004, between the Original Mandated Lead Arrangers and the Borrower (or theAgent and the Borrower) setting out the fees referred to in Clause 11 (*Fees*).”

**4****                                     **The definition of “**TotalCommitments**” in Clause 1.1 (*Definitions*)of the Original Facility Agreement, which currently reads:

““**Total Commitments**” means the aggregate ofthe Total Facility 1 Commitments and the Total Facility 2 Commitments, being$500,000,000 at the Signing Date.”

SHALL BE AMENDED to read:

““**Total Commitments**” means the aggregate ofthe Total Facility 1 Commitments and the Total Facility 2 Commitments, being$600,000,000 at the Relevant Date (as defined in the Amendment and TransferAgreement between the Parties dated 26 July 2004).”

**5****                                     **The definition of “**Total Facility2 Commitments**” in Clause 1.1 (*Definitions*)of the Original Facility Agreement, which currently reads:

““**Total Facility 2 Commitments**” means theaggregate of the Facility 2 Commitments, being $300,000,000 at the SigningDate.”

SHALL BE AMENDED to read:

““**Total Facility 2 Commitments**” means theaggregate of the Facility 2 Commitments, being $400,000,000 at the RelevantDate (as defined in the Amendment and Transfer Agreement between the Partiesdated 26 July 2004).”

**6****                                     **Schedule 1 (*The Original Lenders*)of the Original Facility Agreement which currently reads:

| Name of Original Lender | ** ** | **Facility 1   Commitment** | ** ** | **Facility 2   Commitment** | ** ** |
|----------------------------------------|------------|---------------------------------------|------------|---------------------------------------|------------|
| ABN AMRO Bank N.V.                     |       | $                                     | 35,000,000 |                                  | $          | 52,500,000 |   |
| Bank Austria Creditanstalt AG          |       | $                                     | 30,000,000 |                                  | $          | 45,000,000 |   |

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| Commerzbank (Eurasija) SAO            |   | $ | 30,000,000  |   | $ | 45,000,000  |   |
|---------------------------------------|--------|---|-------------|--------|---|-------------|--------|
| HSBC Bank plc                         |   | $ | 35,000,000  |   | $ | 52,500,000  |   |
| ING Bank N.V.                         |   | $ | 35,000,000  |   | $ | 52,500,000  |   |
| Raiffeisen Zentralbank Oesterreich AG |   | $ | 19,000,000  |   | $ | 28,500,000  |   |
| ZAO Raiffeisenbank Austria            |   | $ | 16,000,000  |   | $ | 24,000,000  |   |
| **TOTAL:**                            |   | $ | 200,000,000 |   | $ | 300,000,000 |   |

 

SHALL BE AMENDED to read:

| Name of Original Lender             | ** ** | **Facility 1   Commitment** | ** **    | **Facility 2   Commitment** | ** ** |
|----------------------------------------------------|------------|---------------------------------------|---------------|---------------------------------------|------------|
|  ABN AMRO Bank  N.V.                          |       | $                                     | 21,250,000.00 |                                  | $          | 42,500,000.00 |   |
| Bank Austria Creditanstalt AG                      |       | $                                     | 13,333,333.33 |                                  | $          | 26,666,666.67 |   |
| Bank Natexis ZAO                                   |       | $                                     | 3,333,333.33  |                                  | $          | 6,666,666.67 |   |
| Banque Societe Generale Vostok                     |       | $                                     | 3,333,333.33  |                                  | $          | 6,666,666.67 |   |
| Barclays Bank PLC                                  |       | $                                     | 16,666,666.67 |                                  | $          | 33,333,333.33 |   |
| Bayerische Landesbank                              |       | $                                     | 6,666,666.67  |                                  | $          | 13,333,333.33 |   |
| BNP Paribas                                        |       | $                                     | 3,333,333.33  |                                  | $          | 6,666,666.67 |   |
| BTM (Europe) Limited                               |       | $                                     | 10,000,000.00 |                                  | $          | 20,000,000.00 |   |
| Commerzbank (Eurasija) ZAO                         |       | $                                     | 13,333,333.33 |                                  | $          | 26,666,666.67 |   |
| Dresdner Bank AG Niederlassung Luxemburg           |       | $                                     | 13,333,333.33 |                                  | $          | 26,666,666.67 |   |
| HSBC Bank plc                                      |       | $                                     | 17,916,666.67 |                                  | $          | 35,833,333.33 |   |
| ING Bank N.V.                                      |       | $                                     | 19,583,333.33 |                                  | $          | 39,166,666.67 |   |
| Intesa Bank Ireland plc                            |       | $                                     | 1,333,333.33  |                                  | $          | 2,666,666.67 |   |
| InvestKredit Bank AG                               |       | $                                     | 1,666,666.67  |                                  | $          | 3,333,333.33 |   |
| Israel Discount Bank of New York                   |       | $                                     | 1,666,666.67  |                                  | $          | 3,333,333.33 |   |
| KfW IPEX-Bank                                      |       | $                                     | 6,666,666.67  |                                  | $          | 13,333,333.33 |   |
| Landesbank Sachsen Girozentrale                    |       | $                                     | 1,666,666.67  |                                  | $          | 3,333,333.33 |   |
| Persia International Bank plc                      |       | $                                     | 3,333,333.33  |                                  | $          | 6,666,666.67 |   |
| Raiffeisen Zentralbank Oesterreich AG              |       | $                                     | 9,726,190.48  |                                  | $          | 19,452,380.95 |   |
| Sumitomo Mitsui Banking Corporation Europe Limited |       | $                                     | 5,000,000.00  |                                  | $          | 10,000,000.00 |   |
| WestLB AG                                          |       | $                                     | 10,000,000.00 |                                  | $          | 20,000,000.00 |   |

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| ZAO Banca Intesa           |   | $ | 2,000,000.00   |   | $ | 4,000,000.00   |   |
|----------------------------|--------|---|----------------|--------|---|----------------|--------|
| ZAO Citibank               |   | $ | 6,666,666.67   |   | $ | 13,333,333.33  |   |
| ZAO Raiffeisenbank Austria |   | $ | 8,190,476.19   |   | $ | 16,380,952.38  |   |
| **TOTAL:**                 |   | $ | 200,000,000.00 |   | $ | 400,000,000.00 |   |

 

**7****                                     **The reference in Schedule 3 (Utilisation Request) of the OriginalFacility Agreement to “US$500,000,000” SHALL BE AMENDED to read “US$600,000,000”.

**8****                                     **The reference in Schedule 5 (Form of Transfer Certificate) ofthe Original Facility Agreement to “US$500,000,000” SHALL BE AMENDED to read “US$600,000,000”.

**9****                                     **The reference in Schedule 6 (Form of Compliance Certificate) ofthe Original Facility Agreement to “US$500,000,000” SHALL BE AMENDED to read “US$600,000,000”.

13

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**Schedule 4Transfer Details**

**Commitment/rights andobligations to be transferred**
| **Name of Existing Lender** | ** ** | **Name of New Lender**               | ** ** | **Facility 1  Commitment** | ** ** | **Facility 2  Commitment** | ** ** |
|--------------------------------------------|------------|-----------------------------------------------------|------------|---------------------------------|------------|---------------------------------|------------|
| ABN  Amro Bank N.V.                        |       | BTM (Europe)  Limited                               |       | 10,000,000.00                   |       |    —             |       |
| ABN  Amro Bank N.V.                        |       | Sumitomo  Mitsui Banking Corporation Europe Limited |       | 3,750,000.00                    |       | 10,000,000.00                   |       |
| Bank  Austria Creditanstalt AG, Vienna     |       | Dresdner  Bank AG Niederlassung Luxemburg           |       | 13,333,333.33                   |       | —                          |       |
| Bank  Austria Creditanstalt AG, Vienna     |       | Intesa Bank  Ireland plc                            |       | 2,000,000.00                    |       | —                          |       |
| Bank  Austria Creditanstalt AG, Vienna     |       | ZAO Banca  Intesa                                   |       | 1,333,333.33                    |       |                            |       |
| Bank  Austria Creditanstalt AG, Vienna     |       | Barclays  Bank PLC                                  |       | —                          |       | 18,333,333.33                   |       |
| Commerzbank  (Eurasija) ZAO                |       | Barclays  Bank PLC                                  |       | 16,666,666.67                   |       | —                          |       |
| Commerzbank  (Eurasija) ZAO                |       | Dresdner  Bank AG Niederlassung Luxemburg           |       | —                          |       | 18,333,333.33                   |       |
| HSBC  Bank plc                             |       | WestLB AG                                           |       | 10,000,000.00                   |       | —                          |       |
| HSBC  Bank plc                             |       | Bayerische  Landesbank                              |       | 6,666,666.67                    |       | —                          |       |
| HSBC  Bank plc                             |       | InvestKredit  Bank                                  |       | 416,666.67                      |       | 1,666,666.67                    |       |
| HSBC  Bank plc                             |       | Barclays  Bank PLC                                  |       | —                          |       | 15,000,000.00                   |       |
| ING  Bank N.V.                             |       | Sumitomo  Mitsui Banking Corporation Europe Limited |       | 1,250,000.00                    |       | —                          |       |
| ING  Bank N.V.                             |       | BNP Paribas                                         |       | 726,190.48                      |       | —                          |       |
| ING  Bank N.V.                             |       | Bank Natexis  ZAO                                   |       | 3,333,333.33                    |       | —                          |       |
| ING  Bank N.V.                             |       | Persia  International Bank plc                      |       | 3,333,333.33                    |       | —                          |       |
| ING  Bank N.V.                             |       | Banque  Societe Generale Vostok                     |       | 2,190,476.19                    |       | —                          |       |
| ING  Bank N.V.                             |       | InvestKredit  Bank                                  |       | 1,250,000.00                    |       | —                          |       |
| ING  Bank N.V.                             |       | Israel  Discount Bank of New York                   |       | 1,666,666.67                    |       | —                          |       |
| ING  Bank N.V.                             |       | Landesbank  Sachsen Girozentrale                    |       | 1,666,666.67                    |       | —                          |       |
| ING  Bank N.V.                             |       | BTM (Europe)  Limited                               |       | —                          |       | 13,333,333.33                   |       |
| Raiffeisen  Zentralbank Oesterreich AG     |       | ZAO Citibank                                        |       | 6,666,666.67                    |       | —                          |       |
| Raiffeisen  Zentralbank Oesterreich AG     |       | BNP Paribas                                         |       | 2,607,142.86                    |       | —                          |       |

14

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| Raiffeisen  Zentralbank Oesterreich AG |   | Dresdner  Bank AG Niederlassung Luxemburg |   | —       |   | 8,333,333.33 |   |
|----------------------------------------|--------|-------------------------------------------|--------|--------------|--------|--------------|--------|
| Raiffeisen  Zentralbank Oesterreich AG |   | InvestKredit  Bank                        |   | —       |   | 714,285.71   |   |
| ZAO  Raiffeisenbank Austria            |   | KfW  IPEX-Bank                            |   | 6,666,666.67 |   | —       |   |
| ZAO  Raiffeisenbank Austria            |   | Banque  Societe Generale Vostok           |   | 1,142,857.14 |   | —       |   |
| ZAO  Raiffeisenbank Austria            |   | BTM (Europe)  Limited                     |   | —       |   | 6,666,666.67 |   |
| ZAO Raiffeisenbank Austria             |   | InvestKredit Bank                         |   | —       |   | 952,380.95   |   |

 

15

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**The Borrower**

**Mobile TeleSystems Open Joint Stock Company**

 
| By:    |                |   | By:    |                 |
|--------|---------------------|--------|--------|----------------------|
| Name:  | Vassily V.  Sidorov |   | Name:  | Rausia M.  Kolomiets |
| Title: | President  and CEO  |   | Title: | Chief  Accountant    |

**The Original Mandated Lead Arrangers**

**ABN AMRO Bank N.V.**

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

** **

**HSBC Bank plc**

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

** **

16

----

** **

**ING Bank N.V.**

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

**Raiffeisen Zentralbank Oesterreich AG**

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

**The New Mandated Lead Arrangers**

**Bank Austria Creditanstalt AG**

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

****

**Commerzbank Aktiengesellschaft**

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

** **

17

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** **

**The Additional New Mandated Lead Arranger**

**Barclays Capital (the investment bankingdivision of Barclays Bank PLC)**

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

****

**The Existing Lenders**

**ABN AMRO Bank N.V.**

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

****

**Bank Austria Creditanstalt AG**

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

****

**Commerzbank (Eurasija) ZAO**

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

** **

18

----

** **

**HSBC Bank plc**

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

****

**ING Bank N.V.**

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

****

**Raiffeisen Zentralbank Oesterreich AG**

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

****

**ZAO Raiffeisenbank Austria**

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

** **

19

----

** **

**The New Lenders**

**BankNatexis ZAO**

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

****

**Banque Societe Generale Vostok**

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

****

**BarclaysBank PLC**

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

****

**Bayerische Landesbank**

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

** **

20

----

**BNP Paribas**

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

****

**BTM(Europe) Limited**

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

****

**Dresdner Bank AG Niederlassung Luxemburg**

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

**Intesa Bank Ireland plc**

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

** **

21

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**InvestKreditBank AG**

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

** **

**IsraelDiscount Bank of New York**

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

** **

**KfWIPEX-Bank**

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

 

**Landesbank Sachsen Girozentrale**

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

** **

22

----

**PersiaInternational Bank plc**

** **

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

** **

** **

**Sumitomo Mitsui Banking Corporation EuropeLimited**

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

** **

**WestLB AG**

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

** **

** **

**ZAO BancaIntesa**

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

** **

** **

23

----

**ZAOCitibank**

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

** **

**The Agent**

**ING Bank N.V., London Branch**

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

** **

24

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