**Exhibit 4.54.1**

EXECUTION COPY

 

**AMENDMENT AGREEMENT**

 

 

Dated 12 December 2005

 

 

relating to a

 

LOAN AGREEMENT

 

Dated 15 February 2005

 

 

For

 

**OPEN JOINT STOCK COMPANY MOBILETELESYSTEMS**

as Borrower

 

with

**BARCLAYS BANK PLC**

as Banker

 

 

and

**HER BRITANNIC MAJESTY’S SECRETARY OF STATE**(actingby the **EXPORT CREDITS GUARANTEE DEPARTMENT)**

 

as ECGD

 

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**THIS AMENDMENTAGREEMENT**is dated 12 December 2005 **BETWEEN:**

**1****                                        ****BarclaysBank PLC (“the Banker”)**of 1 Churchill Place, London, E145HP;

2                                          **HerBritannic Majesty’s Secretary of State acting by the Export CreditsGuarantee Department (“ECGD”);**and

**3****                                        ****OpenJoint Stock Company Mobile TeleSystems (“the Borrower”)**established and existingunder the laws of the Russian Federation and having its registered office at 4 Marksistskaya Street,109147 Moscow, Russian Federation.

**WHEREAS:**

(A)                                The parties to thisAmendment Agreement are parties to a loan agreement dated 15 February 2005(the **“Loan Agreement”)**in respectof a committed dollar loan facility of $25,653,462.68 and an additional uncommitteddollar loanfacility of up to $64,346,537.32, each to assist the Borrower in making payments to the Supplier in respect ofApproved Contracts.

(B)                                  The parties to thisAmendment Agreement wish to supplement and amend the Loan Agreement in the manner stated below.

**IT IS AGREED**as follows:

**1.****             DEFINED TERMS**

Terms defined in the LoanAgreement and not otherwise defined herein shall have the same meaning in thisAmendment Agreement.

**2.****             LOAN AGREEMENT**

Theparties hereto agree that the Loan Agreement shall be amended with effect from the datehereof as follows:

**2.1          Recital3**

Recital3 to be amended to read as follows:

“The Banker has agreed onthe terms and conditions of this Agreement toadvance to the Borrower the sum of $25,653,462.68 to assist the financing of Contract No. 1 and the FinanceCharge referred to in Clause 18.1 andan uncommitted additional facility of $94,346,537.32 (or such other higher amount as may be agreed inwriting by ECGD and the Banker) toassist the financing of the contracts referred to in Recital (1) andthe Additional Finance Charge and”

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**2.2****          Definitions**

The following definitions in clause 1.1 shall be amendedto read as follows:

**“Additional Facility”**means the additionaluncommitted facility of $94,346,537.32 or such other higher amount as may beagreed in writingby ECGD and the Banker (to the extent not cancelled or reduced in accordance with the terms of thisAgreement)

**“Margin”**means

a inrespect of the first Approved Contract Loan the sum of 15 basis points per annum; and

b inrelation to any other Approved Contract Loan (including Contract No. 2) the sum of 13 basis points per annum

and any increase to theMargin pursuant to Clause 15.4

Thefollowing new definitions shall be inserted into Clause 1.1 of the Loan Agreement asfollows

**“Contract No. 1”**means the contractbetween the Borrower and the Supplier dated 11 August 2004

**“Contract No. 2”**means the contractbetween the Borrower and the Supplierdated 17 December 2004

**2.3****           Clause 3.2**

Clause3.2 to be amended to read as follows:

“If the Banker hasadvanced $25,653,462.68 to the Borrower under this agreement then theBorrower may request additional drawings under the Additional Facility for thepurposes of financing additional Supply Contracts and the Additional Finance Chargedue in respect thereof. The Borrower shall not consider the Banker to be underany obligation to lend funds under the Additional Facility. Any drawing agreed thereunder shall be at the sole discretion ofthe Banker”

**2.4****           Clause 7.4**

Clause 7.4 to be amended toread as follows:

“7.4Following the issuance of a Notice of Approval in relation to a new Supply Contract(which for the avoidance of doubt shall exclude Contract No. 1):

7.4.1the Committed Facility Amount shall automatically be increased by the FinancedPercentage of (i) the amount of such Supply Contract

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and (ii) the amount ofany Additional Finance Charge in respect thereof (together, the “AdditionalCommitted Facility Amount”) and

7.4.2the Additional Facility shall automatically be reduced by the Additional Committed Facility Amount

PROVIDEDTHAT nothing in this Agreement shall cause the Committed FacilityAmount to exceed $120,000,000.00 (or such higher amount as may be agreed in writing by ECGD and theBanker) at any time. The Borrower shall pay to the Banker the fees described in Clauses 17.2 and 17.3and to ECGD the Additional Finance Charge described in Clause 18.2 with respect to anyincrease in the Committed Facility Amount”

**2.5           Clause14.8**

Clause 14.8 to be deletedand replaced with the following:

“14.8Within 20 Business Days of receipt by it of a written request from the Borrower, the relevant Finance Partyshall use its reasonable efforts to provideto the Borrower a document issued by the relevant government authority in the jurisdiction ofresidence of such Finance Party confirming that it is a resident of thatjurisdiction. The Borrower shall notbe entitled to make more than one such request of any Finance Party in any calendar year.

14.9                At the written request of the Borrower (actingreasonably), each Finance Party shall useits reasonable efforts to provide any other documentation or information to the Borrower that may be reasonably necessary for the Borrower to establish a completeexemption from Russian withholding tax in relation to any payments the Borroweris required to make under thisAgreement.

14.10       The Borrower shall promptly reimburse each FinanceParty for anyout-of-pocket costs and expenses reasonably and properly incurred by such FinanceParty in complying with any written request made by the Borrower under Clause 14.8 or Clause 14.9.

14.11              ECGD is not a Finance Party for the purposeof Clauses 14.5 to14.10 inclusive.”

**2.5           Clause17.2**

Clause17.2 to be amended to read as follows:

“TheBorrower shall pay the Banker an additional arrangement fee of 0.33% flat on each Additional CommittedFacility Amount (including for the avoidanceof doubt Contract No. 2) within 5 Business Days from the issuance of a Notice of Approval in relationto the relevant Supply Contract PROVIDEDTHAT such additional arrangement fee shall be

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payableonly once in relation to each Additional Committed Facility Amount”

**2.6          Clause17.3**

Clause 17.3 to be amended toread as follows:

“The Borrower shall pay theBanker a commitment fee of 0.065% per annum payable quarterly in arrear duringthe Availability Period and on the last day of the Availability Period on theundrawn portion of the Committed Facility Amount”

**3.             REPRESENTATIONSAND WARRANTIES**

The Borrower represents andwarrants to and for the benefit of the other parties hereto that therepresentations and warranties in Clauses 12.3 and 12.4 of the Loan Agreementare true as if made on the date of this Amendment Agreement and as ifreferences to the Loan Agreement were references to this Amendment Agreementand that it has the power to enter into, that it has taken all necessary actionto authorise the entry by it into this Amendment Agreement.

**4.             EFFECT**

With effect from the date ofthis Amendment Agreement, the Loan Agreement shall be read and construed as onedocument with this Amendment Agreement.

**5.             INCORPORATION**

5.1                               Clause 21 (Arbitration), Clause 22(Jurisdiction), Clause 24 (Notices and Demands) and Clause 25 (Miscellaneous)of the Loan Agreement shall apply to this Amendment Agreement, *mutatis mutandis,*as if set out in fullherein, with references to “this Agreement” being construed as references tothis Amendment Agreement.

5.2                               This Amendment Agreement shall be deemedincorporated as part of the Loan Agreement.

5.3                               The Loan Agreement, as amended by thisAmendment Agreement, and every clause thereof shall continue in full force andeffect.

6.             **LAW**

This Amendment Agreementshall be governed by and construed in accordance with English law.

This Amendment Agreement hasbeen entered into on the date stated at the beginning of this AmendmentAgreement.

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**SIGNATORIES**
| The Borrower                                                                                               |   |   |
|------------------------------------------------------------------------------------------------------------|--------|--------|
|                                                                                                       |   |   |
| **OPEN JOINT STOCK COMPANY MOBILE TELESYSTEMS**                                                            |
| ** **                                                                                                 |   |   |
| By:                                                                                                        |   |   |   | By: |   |   |
|                                                                                                       |   |   |
| Name:                                                                                                      |   | Name:  |
| Title:                                                                                                     |   | Title: |
|                                                                                                       |   |   |
| The Banker                                                                                                 |   |   |   |
|                                                                                                       |   |   |
| **BARCLAYS  BANK PLC**                                                                                     |   |   |
| ** **                                                                                                 |   |   |
| By:                                                                                                        |   |   |   |   |
|                                                                                                       |   |   |
| Name:                                                                                                      |   |   |
| Title:                                                                                                     |   |   |
|                                                                                                       |   |   |
| ECGD                                                                                                       |   |   |
|                                                                                                       |   |   |
| **HER BRITANNIC MAJESTY’S SECRETARY OF STATE**(acting  by the**EXPORT CREDITS GUARANTEE DEPARTMENT)** |
| ** **                                                                                                 |   |   |
| By:                                                                                                        |   |   |   |   |
|                                                                                                       |   |   |
| Name:                                                                                                      |   |   |
| Title:                                                                                                     |   |   |
|                                                                                                            |        |        |  |  |  |  |  |

 

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