Exhibit 4.8  EXECUTION COPY  Dated   1 August   2008  EXPORT CREDIT AGREEMENT  between  MOBILE TELESYSTEMS OPEN JOINT STOCK
COMPANY  as Borrower  and  SKANDINAVISKA ENSKILDA BANKEN AB
(PUBL)  as Lender


CONTENTS  CLAUSE
  
  PAGE1
  DEFINITIONS
  AND INTERPRETATION
  
  22
  THE
  FACILITIES
  
  163
  PURPOSE
  
  174
  CONDITIONS
  OF UTILISATION
  
  175
  UTILISATION
  
  206
  REPAYMENT
  
  237
  PREPAYMENT
  AND CANCELLATION
  
  238
  INTEREST
  
  259
  INTEREST
  PERIODS
  
  2610
  CHANGES
  TO THE CALCULATION OF INTEREST
  
  2711
  FEES
  
  2812
  TAX
  GROSS-UP AND INDEMNITIES
  
  2913
  INCREASED
  COSTS
  
  3214
  OTHER
  INDEMNITIES
  
  3415
  MITIGATION
  BY THE LENDER
  
  3516
  COSTS AND
  EXPENSES
  
  3517
  REPRESENTATIONS
  
  37  i


18
  INFORMATION
  UNDERTAKINGS
  
  4019
  GENERAL
  UNDERTAKINGS
  
  4120
  EVENTS OF
  DEFAULT
  
  4421
  CHANGES
  TO THE LENDERS
  
  5022
  CHANGES
  TO THE BORROWER
  
  5023
  PAYMENT
  MECHANICS
  
  5124
  SET-OFF
  
  5325
  NOTICES
  
  5326
  CALCULATIONS
  AND CERTIFICATES
  
  5427
  PARTIAL
  INVALIDITY
  
  5528
  REMEDIES
  AND WAIVERS
  
  5529
  COUNTERPARTS
  
  5530
  GOVERNING
  LAW
  
  5631
  ARBITRATION
  
  56SCHEDULE
  1 Initial Conditions Precedent
  
  58SCHEDULE
  2 Requests
  
  61  ii


THIS AGREEMENT is dated 1 August 2008 and made between:  (1)Mobile Telesystems Open Joint Stock Company,
a  company established and existing under
the laws of the Russian Federation and having its registered address at 4
Marksistskaya Street, 109147 Moscow, Russian Federation, as borrower (the Borrower);  (2)SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)a bank established and existing under the laws of Sweden and having its
registered address at Kungsträdgårdsgatan 8, 106 40 Stockholm as lender(the Lender)  WHEREAS  The Borrower has
concluded three  Contracts  (No. FCP 1036446/1, FCP 1038836 and FCP
1039451) with Ericsson AB, 164 80 Stockholm, Sweden (the Exporter)
for the delivery of telecommunication equipment.  The
total contract value of the deliveries that may be made under the Frame Supply
Contract amounts to USD320,000,000 (the Total Contract Value).  According
to the Frame Supply Contract the deliveries were/shall be made thorough the
placement of individual purchase orders issued between February 2008 up to
and including July 2009.  The
Total Contract value is expected to consist of 15% down payments and a portion
of 85% to be financed hereunder at the option of the Borrower subject to the
agreement of EKN (as defined below) and the Lender.  IT IS AGREED as follows:  1


SECTION 1
INTERPRETATION  1DEFINITIONS
AND INTERPRETATION  1.1Definitions  In this Agreement:  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.  Authorisation means an
authorisation, consent, approval, resolution, licence, exemption, filing,
notarisation or registration.  Availability Period
means in relation to:  Tranche 1 and EKN Tranche 1
(which relates to order number FCP 103 6446/1) the period from and including
the date of this Agreement and ending on a date 11 Months thereafter;  Tranche 2 and EKN Tranche 2
(which relates to order number FCP 1038836) the period from the first delivery
date (as defined in the order no. above) +100 Business Days and ending on a
date 11 Months thereafter; and  Tranche 3 and EKN Tranche 3
(which relates to order number FCP 1039451) the period from the first delivery
date (as defined in the order no. above) +100 Business Days  and ending on a date  11 Months thereafter.  Neither of the Tranches
above will be available after 1 December 2009.  Available Facility
means, in respect of a Facility, the aggregate for the time being of each
Lenders Available Facility Commitment for that Facility.  Available Facility Commitment
means, in relation to a Facility, the Lenders Commitment under that Facility
minus:  (a)the
amount of outstanding Tranches under that Facility; and  (b)in
relation to any proposed Utilisation, the amount of any Tranches that are due
to be made under that Facility on or before the proposed Utilisation Date.  Bitel means Bitel LLC, a limited
liability company incorporated in Kirghizia.  2


Bitel Litigation means any of the
claims, proceedings (present or future) and causes of action involving the
Borrower and/or any of its Affiliates (including Bitel) relating to or arising
out of the acquisition, reorganisation or ownership of Bitel by the Borrower
(whether directly or through any of its Affiliates).  Break Costs means the
amount (if any) by which:  (a)the
interest which a Lender should have received for the period from the date of
receipt of all or any part of its participation in a Tranche or Unpaid Sum to
the last day of the current Interest Period in respect of that Tranche or
Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the
last day of that Interest Period;  exceeds:  (b)the
amount which that Lender would be able to obtain by placing an amount equal to
the principal amount or Unpaid Sum received by it on deposit with a leading
bank in the Relevant Interbank Market for a period starting on the Business Day
following receipt or recovery and ending on the last day of the current
Interest Period.  Business Day means a day
(other than a Saturday or Sunday) on which banks are open for general business
in London, Moscow and Stockholm and in relation to any date for payment or
purchase of dollars, New York.  Central Bank means the
Central Bank of the Russian Federation.  Commitments means the
aggregate of the Equipment Facility Commitments and the EKN Premium Facility
Commitments.  Confidentiality Undertaking
means a confidentiality undertaking substantially in a recommended form of the
LMA from time to time or in any other form agreed between the Borrower and the
Lender.  Currency Law means
Federal Law No. 173-FZ of 10 December 2003 on Currency Regulation and
Currency Control as amended, together with any regulations adopted or issued by
the Government of the Russian Federation or the Central Bank pursuant thereto
or implementing the provisions thereof.  3


Default means an Event
of Default or any event or circumstance specified in Clause 19 (Events of Default) which would (with the
expiry of a grace period, the giving of notice, the making of any determination
under the Finance Documents or any combination of any of the foregoing) be an
Event of Default.  EKN means the Swedish
Export Credit Guarantee Board, box 3064, SE-103 61 Stockholm Sweden  EKN Conditions means the
general conditions for buyer credit guarantees issued by EKN effective
commencing.  EKN Final Guarantee
means the guarantee granted or to be granted by EKN in favour of the Lender in
form and substance satisfactory to the Lender which guarantee shall incorporate
the EKN Conditions as may be amended pursuant to such guarantee.  EKN Premium means the
insurance premium payable in dollars to EKN under the EKN Final Guarantee in
respect of the cover provided by EKN under the EKN Final Guarantee.  EKN Premium Facility
means the Tranches as described in Clause 2.1 (the
Facilities).  EKN Premium Tranche
means a Tranche made or to be made by the Lender under the EKN Premium
Facility.  EKN Premium Tranche Utilisation
Request means a notice substantially in the form set out in Part 1
of Schedule 2(Requests).  EKN Premium Facility Commitment
means an amount up to not exceeding USD 15,300,000.  Eligible Goods means
goods supplied by the Supplier pursuant to the terms of the Frame Supply
Contract and the Purchase Orders, which are eligible for support under the
terms and conditions of the EKN Final Guarantee.  Environment means living
organisms including the ecological systems of which they form part and the
following media:  (a)air
(including air within natural or man-made structures, whether above or below
ground);  4


(b)water
(including territorial, coastal and inland waters, water under or within land
and water in drains and sewers); and  (c)land
(including land under water).  Environmental Law means
all laws and regulations of any relevant jurisdiction applicable to the
Borrower which:  (a)have as a purpose or effect the
protection of, and/or prevention of harm or damage to, the Environment;  (b)provide
remedies or compensation for harm or damage to the Environment; or  (c)relate
to Hazardous Substances or health and safety matters.  Environmental Licence
means any Authorisation required at any time under Environmental Law.  Equipment Tranche means
a Tranche made or to be made by the Lenders in respect of the Equipment
Facility.  Equipment Tranche Utilisation
Request means a notice substantially in the form set out in Part 2
of Schedule 4 (Requests).  Equipment Facility means
the Tranches as described in Clause 2.1 (the Facilities).  Equipment
Facility Commitmentmeans an amount up to not
exceeding USD 255,000,000  Event of Default means
any event or circumstance specified as such in Clause 22 (Events of Default).  Facility means the
Equipment Facility and the EKN Premium Facility made available under this
Agreement as described in Clause 2 (The
Facility).  Facility Office means
the office through which the Lender will perform its obligations under this
Agreement.  5


Finance Documents means
this Agreement and the EKN Final Guarantee each other document designated as
such by the Lender and the Borrower (and Finance
Document means any one of them).  Finance Parties means
the Lender and as applicable EKN (and Finance
Party means any one of them).  Financial Indebtedness
means any indebtedness for or in respect of:  (a)moneys borrowed;  (b)any amount raised by acceptance under any acceptance
credit facility or dematerialised equivalent;  (c)any amount raised pursuant to any note purchase
facility or the issue of bonds, notes, debentures, loan stock or any similar
instrument;  (d)the amount of any liability in respect of any lease or
hire purchase contract which would, in accordance with GAAP, be treated as a
finance or capital lease;  (e)receivables sold or discounted (other than any
receivables to the extent they are sold on a non-recourse basis);  (f)any amount raised under any other transaction
(including any forward sale or purchase agreement) having the commercial effect
of a borrowing;  (g)any derivative transaction entered into in connection
with protection against or benefit from fluctuation in any rate or price (and,
when calculating the value of any derivative transaction, only the marked to
market value shall be taken into account);  (h)shares which are expressed to be redeemable at the
option of the holder on or prior to the Termination Date (but excluding any
accrued dividends);  (i)any counter-indemnity obligation in respect of a guarantee,
indemnity, bond, standby or documentary letter of credit or any other
instrument issued by a bank or financial institution; and  the amount of any liability in respect of any
guarantee or indemnity for any of the items referred to in paragraphs (a) to
(i) above.  Frame Supply Contract
means contract no. FCP 1036446/1, FCP 1038836and FCP 1039451 between the
Borrower and the Supplier concerning the supply of mobile telephone equipment.  6


GAAP means generally
accepted accounting principles, standards and practices in the United States of
America.  Governmental Agency
means any government or any governmental agency, semi-governmental or judicial
entity or authority (including, without limitation, any stock exchange or any
self-regulatory organisation established under any law or regulation).  Group means the Borrower
and its Subsidiaries for the time being.  Hazardous Substance
means any waste, pollutant, contaminant or other substance (including any
liquid, solid, gas, ion, living organism or noise) that may be harmful to human
health or other life or the Environment or a nuisance to any person or that may
make the use or ownership of any affected land or property more costly.  Holding Company means,
in relation to a company or corporation, any other company or corporation in
respect of which it is a Subsidiary.  IFRS
means international accounting standards, international financial reporting
standards and related interpretations issued, adopted or amended from time to
time by the International Accounting Standards Board as in effect or applicable
as at the date hereof.  Indirect Tax means any
goods and services tax, consumption tax, value added tax or any Tax of a
similar nature.  Initial CP Satisfaction Date
means the date on which the Lender has notified the Borrower that the
conditions referred to in subclause 4.1 (Initial
conditions precedent) have been satisfied.  Interest Payment Date
means the last day of an Interest Period applicable to a Tranche.  Interest Period means,
in relation to a Tranche, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an
Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).  Lender means:  (a)the
Lender; and  7


(b)any
bank or financial institution, trust, fund or other entity which has become a
Lender in accordance with Clause 21 (Changes
to the Lenders),  which in each case has not ceased to be a Party in accordance with the
terms of this Agreement.  LIBOR means, in relation
to any Tranche:  (a)the
applicable Screen Rate; or  (if no Screen Rate is available for the Interest Period of that
Tranche) the arithmetic mean of the rates (rounded upwards to four decimal
places) as supplied to the Lender at its request quoted by the Reference Banks
to leading banks in the London interbank market,  as of the 11.00 am on the Quotation Day for the offering of deposits in
dollars for a period comparable to the Interest Period of the relevant Tranche.  LMA means the Loan
Market Association.  Margin means 0.225 per
cent per annum.  Material Adverse Effect
means a material adverse effect on or material adverse change in:  (a)the
financial condition, operations, assets, prospects or business of the Borrower
or the consolidated financial condition, operations, assets, prospects or
business of the Group;  (b)the
ability of the Borrower to perform and comply with its obligations under any
Finance Document; or  (c)the
validity, legality or enforceability of any Finance Document, or the rights or
remedies of any Finance Party thereunder,  provided that for the purpose of paragraph (a) above any losses
incurred by any member of the Group after the date of this Agreement as a
consequence of an adverse determination of any or all of the Bitel Litigation,
such losses not exceeding USD330,000,000 or its equivalent in any other
currency (including legal fees and associated expenses) in aggregate shall be
disregarded.  8


Mean Value Delivery Date
means the date determined (and communicated to the Borrower) by the Lender (in
consultation with the Supplier) as the mean value delivery date in respect of
all Eligible Goods deliverable under Contract No FCP 1036446/1, FCP 1038836 and
FCP 1039451 respectively, which is calculated by the Lender and recognised by
EKN as the starting point of credit in respect of each Tranche.  Month means a period
starting on one day in a calendar month and ending on the numerically
corresponding day in the next calendar month, except that:  (a)if
the numerically corresponding day is not a Business Day, that period shall end
on the next Business Day in that calendar month in which that period is to end
if there is one, or if there is not, on the immediately preceding Business Day;
and  (b)if
there is no numerically corresponding day in the calendar month in which that
period is to end, that period shall end on the last Business Day in that
calendar month.  The above rules will only apply to the last Month of any period.  Party means a party to
this Agreement.  Permitted Security
means:  (a)any
Security on any assets of any corporation existing at the time such corporation
is merged or consolidated with or into the Borrower or any Subsidiary of the
Borrower or becomes a Subsidiary of the Borrower and not created in
contemplation of such event, provided that no such Security shall extend to any
other assets;  (b)any
Security existing on any assets prior to the acquisition thereof by the
Borrower or any Subsidiary of the Borrower and not created in contemplation of
such acquisition, provided that no such Security shall extend to any other
assets;  (c)any
Security on any assets securing Financial Indebtedness of the Borrower or
Financial Indebtedness of any Subsidiary of the Borrower incurred or assumed
for the purpose of financing all or part of the cost of acquiring, repairing or
refurbishing such assets, provided that (i) no such Security shall extend
to any other assets; (ii) the aggregate principal amount of all Financial  9


Indebtedness
secured by such Security on such assets shall not exceed the lower of (x) the
purchase price of such assets and (y) the fair market value of such assets
at the time of acquisition, repair or refurbishing; and (iii) such
Security attaches to such assets concurrently with the repair or refurbishing
thereof or within 90 days after the acquisition thereof, as the case may be;  (d)any
Security arising by operation of law, including any Security (i) arising
in the ordinary course of business with respect to amounts not yet delinquent
or being contested by the Borrower or a Subsidiary of the Borrower in good
faith in appropriate proceedings or (ii) for taxes, assessments,
government charges or claims, including without limitation those in favour of
Russian governmental fiscal authorities;  (e)any
Security on the assets of any Subsidiary of the Borrower securing intercompany
Financial Indebtedness of such Subsidiary owing to the Borrower or another
Subsidiary of the Borrower;  (f)any
netting or set-off arrangement entered into by a member of the Group with a
bank or any other financial institution in the normal course of its banking
arrangements for the purpose of netting or setting off its debit and credit
facilities with that bank or financial institution;  (g)easements,
rights-of-way, restrictions and any other similar charges or encumbrances
incurred in the ordinary course of business and not interfering in any material
respect with the business of the Borrower or the business of any Subsidiary of
the Borrower, including any encumbrance or restriction with respect to an
equity interest of any joint venture pursuant to a joint venture agreement;  (h)any
extension, renewal or replacement of any Security described in clauses (a) to
(g) above, provided that (i) such extension, renewal or replacement
shall be no more restrictive in any material respect than the original
Security; (ii) the amount of Financial Indebtedness secured by such
Security is not increased; and (iii) if the assets securing the Financial
Indebtedness subject to such Security are changed in connection with such
refinancing, extension or replacement, the fair market value of the property or
assets is not increased; and  any other Security (excluding any Security described in (a)-(h) above)
provided that, immediately after giving effect to such Security, the aggregate
amount of all  10


secured Financial Indebtedness of the Group does not exceed 10% of the
Borrowers Total Assets.  Purchase Orders means
the Purchase Orders (as defined in the Frame Supply Contract) referred to in
paragraph 4 (e) of Schedule 1 (Initial
Conditions Precedent).  Quotation Day means, in
relation to any period for which an interest rate is to be determined, two
Business Days before the first day of that period unless market practice
differs in the London interbank market, in which case the Quotation Day will be
determined by the Lender in accordance with market practice in the London
interbank market (and if quotations for that currency and period would normally
be given by leading banks in the London interbank market on more than one day,
the Quotation Day will be the last of those days).  RAS means generally
accepted accounting principles, standards and practices in the Russian
Federation.  Reference Banks means in
relation to LIBOR the principal London offices of HSBC Bank Plc and ING Bank
N.V. or such other banks as may be designated by the Lender as agreed with the
Borrower.  Relevant Documents means
the Finance Documents, the Frame Supply Contract, the Purchase Orders and/or
any other document issued or entered into pursuant thereto.  Relevant Interbank Market
means, in relation to euro, the European interbank market and, in relation to
any other currency, the London interbank market.  Repayment Dates means
each date for the payment of a Repayment Instalment (or if such day is not a
Business Day, the immediately succeeding Business Day).  Repayment
Instalmentmeans each instalment for repayment of the
Tranches referred to in Clause 6 (Repayment)  Repeating Representations
means each of the representations set out in Clauses 17.1 (Status), 17.2 (Binding obligations), 17.3 (Non-conflict
with other obligations), 17.4 (Power
and authority), 17.11 (No default),
17.10 (Pari Passu Ranking), 17.11
(No proceedings pending or threatened).  11


Russian Insolvency Law
means the Federal Law of the Russian Federation No. 127-FZ of 26 October 2002
On Insolvency (Bankruptcy)as amended.  Screen Rate the British
Bankers Association Interest Settlement Rate for the relevant currency and
period displayed on the appropriate page of the Telerate screen. If the
agreed page is replaced or service ceases to be available, the Lender may
specify another page or service displaying the appropriate rate after
consultation with the Borrower and the Lenders.  Security means a
mortgage, charge, pledge, lien or other security interest securing any
obligation of any person or any other agreement or arrangement having a similar
effect.  Significant
Subsidiarymeans any Subsidiary of the Borrower (i) whose
total assets (or, where such Subsidiary prepares consolidated accounts, whose
total consolidated assets) have a book value (as determined by reference to the
most recent management accounts of that Subsidiary prepared in accordance with
GAAP) equal to or exceeding 10% of the Borrowers Total Assets or (ii) whose
gross annual revenues (or, where such Subsidiary prepares consolidated
accounts, whose gross annual consolidated revenues) (as determined by reference
to the most recent management accounts of that Subsidiary prepared in
accordance with GAAP) are equal to or exceed 10% of the Borrowers gross annual
consolidated revenues in the year for which the Borrowers most recent
consolidated financial statements were prepared.  Subsidiary meansan 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.  Supplier means Ericsson
AB, a limited liability company duly organised under the laws of Sweden, having
its head office at SE 164 80 Stockholm.  Suppliers Certificate
means a certificate substantially in the form set out in Part 3 of
Schedule 2 (Requests).  Tax means any tax, levy,
impost, duty or other charge or withholding of a similar nature (including any
penalty or interest payable in connection with any failure to pay or any delay
in paying any of the same).  Telecommunications
Authorisationmeans any Authorisation from any governmental or other
regulatory authority necessary in order for each of the  12


Borrower and its Significant Subsidiaries to maintain, operate and
conduct its business as it is being conducted in accordance with Telecommunications
Laws.  Telecommunications Lawsmeans (a) all
laws and regulations which relate to telecommunications and/or the business of
providing mobile telephone services and (b) all rules, guidelines,
policies and regulations made thereunder, that are applicable to each of the
Borrower and its Significant Subsidiaries and/or the business carried on by it.  Telecommunications Licence means any
Authorisation required at any time under Telecommunications Laws.  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 paragraph (a) of Clause 18.1 (Financial statements) or, prior to the
first delivery, to the Original Financial Statements.  Termination Date means
for each Tranche the date which is 102 Months after the date of the Mean Value Delivery Date for such Tranche.  Total Commitments means
the aggregate of the Commitments, being USD 270,300,000 at the date of this
Agreement.  Total Equipment Facility Commitments
means an amount of up to USD 255,000,000 which at the date of this Agreement
represents less than 85% of the total value of equipment and services to be
provided under the Frame Supply Contract which is USD 320,000,000.  Total EKN Premium Facility
Commitments means an amount of up to USD 15,300,000.  Tranches means Tranche
1, 2 and 3 and EKN Tranche 1, 2 and 3 (and Tranche means any one of them) as
defined in Clause 2.1.2 and 2.1.4.  UMC means Closed Joint
Stock Company Ukrainian Mobile Communications in Ukraine.  UMC Litigation means any
of the claims, proceedings (present or future) and causes of action involving
the Borrower and/or any of its Affiliates (including  13


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.  Unpaid Sum means any sum
due and payable but unpaid by the Borrower under the Finance Documents.  US Dollars, Dollars, USD and $
denote the lawful currency of the United States of America.  Utilisation Date means
the date of a Utilisation, being the date on which the relevant Tranche is to
be made.  Utilisation Request means
a EKN Premium Tranche Utilisation Request or an Equipment Tranche Utilisation
Request, as the case may be.  VAT means value added
tax and any other tax of a similar nature.  1.2Construction  (a)Unless a contrary indication appears,
any reference in this Agreement to:  (i)the Lender shall be construed so as to include
its successors in title, permitted assigns and permitted transferees;  (ii)assets includes present and future
properties, revenues and rights of every description;  (iii)control means the possession, directly or
indirectly, of the power to direct or cause the direction of the management
polices of a person, whether through the ownership of voting securities, by
contract or credit arrangement, as trustee or executor, or otherwise;  (iv)a Finance  Document
or any other agreement or instrument is a reference to that Finance Document or
other agreement or instrument as amended or novated;  (v)indebtedness includes any obligation
(whether incurred as principal or as surety) for the payment or repayment of
money, whether present or future, actual or contingent;  14


(vi)a person includes any person, firm, company,
corporation, government, state or agency of a state or any association, trust
or partnership (whether or not having separate legal personality) or two or
more of the foregoing;  (vii)a regulation includes any regulation, rule,
official directive, request or guideline (whether or not having the force of
law) of any governmental, intergovernmental or supranational body, agency,
department or regulatory, self-regulatory or other authority or organisation;  (viii)a
provision of law is a reference to that provision as amended or re-enacted; and  (ix)a
time of day is a reference to Stockholm time.  (b)Section, Clause and Schedule headings
are for ease of reference only.  (c)Unless a contrary indication appears, a
term used in any other Finance Document or in any notice given under or in
connection with any Finance Document has the same meaning in that Finance
Document or notice as in this Agreement.  (d)A Default (other than an Event of
Default) is continuing if it has
not been remedied or waived and an Event of Default is continuing if it has not been waived.  15


SECTION 2
THE FACILITY  2THE
FACILITIES  2.1The
Facilities  Subject to the terms of this Agreement, the Lender make
available to the Borrower:  2.1.1the Equipment Facility, being an amount
of USD255,000,000 at the date of this Agreement.  2.1.2the Equipment Facility is available in
the following Tranches:  (a)Tranche 1 up to an amount not exceeding
USD80,000,000;  (b)Tranche 2 up to an amount not exceeding
USD80,000,000; and  (c)Tranche 3 up to an amount not exceeding
USD95,000,000.  2.1.3the EKN Premium Facility being an
amount of USD15,300,000 at the date of this Agreement.  2.1.4the EKN Premium Facility is available
in the following Tranches:  (a)EKN Tranche 1 up to an amount of not
exceeding USD4,800,000;  (b)EKN Tranche 2 up to an amount of not
exceeding USD4,800,000; and  (c)EKN Tranche 3 up to an amount of not
exceeding USD5,700,000.  2.2EKN override  2.2.1Notwithstanding anything to the
contrary in this Agreement, nothing in this Agreement shall oblige the Lender
to act (or omit to act) in a manner that is inconsistent with the terms of the
EKN Final Guarantee and, in particular:  16


(a)the
Lender shall be authorised to take all such actions as it may deem necessary to
ensure that the terms of the EKN Final Guarantee are complied with; and  (b)the Lender shall not be obliged to do
anything if, in its opinion, to do so could result in a breach of any term of
the EKN Final Guarantee.  2.2.2Nothing in this Clause 2.2 shall affect
the obligations of the Borrower.  3PURPOSE  3.1Purpose  The Borrower shall apply all amounts
borrowed by it under the Facility as follows:  3.1.1by applying the Equipment Facility in
payment of the purchase price for equipment purchased in accordance with the
Frame Supply Contract but for an aggregate amount not exceeding the Total
Equipment Facility Commitment; and  3.1.2by applying the EKN Facility in payment
of 100 % of the EKN Premium but for an aggregate amount not exceeding the Total
EKN Premium Facility Commitment ,  3.2Monitoring  The Lender is not bound to monitor or verify the application of any
amount borrowed pursuant to this Agreement.  4CONDITIONS
OF UTILISATION  4.1Initial
conditions precedent  4.1.1Subject to subclause 4.1.2 the Borrower
may not deliver an Utilisation Request in respect of a Facility unless the
Lender has received all of the documents and other evidence listed in and
appearing to comply with the requirements of Schedule 1 (Initial conditions precedent) in form and
substance satisfactory to the Lender.  17


4.1.2The Borrower may not deliver a Utilisation Request in
respect of an Equipment Tranche unless and until the Lender has received a
confirmation from the Borrower and the Supplier that the Frame Supply Contract
is in full force and effect in form and substance satisfactory to the Lender.  4.1.3The Lender shall notify the Borrower promptly upon receiving
such documents and other evidence specified in this Clause 4.1.  4.2Further
conditions precedent  The obligations of the Lender hereunder with
respect to each Tranche are subject to the further conditions precedent that:  4.2.1on the date of the Utilisation Request for such Tranche and
on the proposed Utilisation Date for such Tranche:  (a)no Default is continuing or would
result from the proposed Tranche;  (b)the Repeating Representations to
be made by the Borrower are true in all material respects; and  (c)EKN has not advised to the Lender
that the making of Tranches should be suspended.  4.2.2in the case of a Utilisation Request for a EKN Premium
Tranche prior to the delivery (or deemed delivery) of the relevant Utilistion
Request, the Lender has received from EKN an invoice setting out the amount of
the EKN Premium.  4.2.3in the case of a Utilisation Request for an Equipment
Tranche the Lender (prior to the delivery (or deemed delivery) of the relevant
Utilisation Request) shall have received, in form and substance satisfactory to
it:  (a)evidence that the EKN Premium has
been paid in full;  (b)evidence that the EKN Final
Guarantee is in full force and effect and shall apply to all Tranches
outstanding hereunder and interest thereon during the period such Tranches are
outstanding;  (c)in the case of any Tranche to be
made pursuant to an Equipment Tranche Utilisation Request, a duly completed and
executed Suppliers Certificate; and  18


(d)immediately prior to and following
the making of the proposed Tranche, the Borrower will have paid to the Supplier
in respect of its payment obligations under the Frame Supply Contract, from
sources other than Tranches (including the proposed Tranche) made under this
Agreement, an amount equal to or in excess of 15% of the aggregate amount of
all invoiced amounts due or which have been due (on or prior to the proposed
Utilisation Date) under the Frame Supply Contract  19


SECTION 3
UTILISATION  5UTILISATION  5.1Utilisation
of the EKN Premium Facility  5.1.1The Borrower may utilise the EKN
Premium Facility by delivery to the Lender a duly completed EKN Premium Tranche
Utilisation Request not later than 11.00 a.m. on the day following two
Business Days before payment of the relevant EKN Premium  5.1.2An EKN Premium Tranche requested under
Clause 5.1.1 shall  (a)be made if the Initial CP
Satisfaction Date has occurred and the other conditions to Utilisation set out
in Clauses 4.1 (Initial Conditions Precedent)
and 4.2 (Further Conditions Precedent)
are satisfied.  5.2Utilisation
of the Equipment Tranche Facility  5.2.1Subject to Clause 5.2.2, if the
Borrower has made any payment to the Supplier in respect of any invoice(s) issued
for payment under the Frame Supply Contract out of its own funds, the Borrower
may request an Equipment Tranche for reimbursement by delivery to the Lender of
a duly completed Equipment Tranche Utilisation Request not later than on the
day falling two Business Days before the proposed utilisation Date.  5.2.2An Equipment Tranche requested under
Clause 5.2.1 shall:  (a)be made only if the Initial CP
Satisfaction Date has occurred and the other conditions to Utilisation set out
in Clauses 4.1 (Initial Conditions Precedent)
and 4.2(Further Conditions Precedent)
are satisfied;  (b)be made in an amount not exceeding
the lesser of:  (i)85 per cent. of the principal
amount paid by the Borrower in respect of the relevant Eligible Goods;  (ii)85 per cent. of the amount
specified in the relevant invoice(s) for such Eligible Goods; and  20


(iii)the Available Facility in respect
of Equipment Facility; and  (c)be paid directly to such account
in the Russian Federation as the Borrower shall specify in the relevant
Equipment Tranche Utilisation Request.  5.3Completion
of a Utilisation Request  5.3.1Each Utilisation Request is irrevocable
and will not be regarded as having been duly completed unless:  (a)the proposed Utilisation Date is a
Business Day which is within the Availability Period;  (b)the currency specified is:  (i)(in relation to any Utilisation
Request under the EKN Premium Tranche) dollars; and  (ii)(in relation to any Equipment
Tranche Utilisation Request), dollars;  (c)the amount of any proposed
Equipment Tranche is a minimum of US$ 5,000,000 or, if less, the Available
Tranche (or such other lesser amount to which the Lender gives its prior
approval), provided that in no event shall the amount of a proposed Equipment
Tranche exceed the Available Tranche;  (d)the Borrower, attaches to the
Utilisation Request all relevant documents contemplated by Schedule 2 (Requests) to be provided with that
Utilisation Request each in form and substance satisfactory to the Lender;  (e)(in the case of a Utilisation
under an Equipment Tranche), pursuant to the Suppliers Certificate provided
with the relevant Utilisation Request, the goods which the proceeds of the
proposed Utilisation are intended to finance (or refinance, as the case may be)
are Eligible Goods and for each invoice issued under the Frame Supply Contract
to be financed by the Tranche requested pursuant to that Equipment Tranche
Utilisation Request the Borrower has paid to the Supplier an amount equal to
100% of the payment due under those invoices;  (f)the proposed Utilisation complies
with Clause 3.1 (Purpose); and  (g)the Utilisation Request is
executed by a person duly authorised to do so on behalf of the Borrower.  21


5.3.2Only one Tranche may be requested in
each Utilisation Request.  5.4Acknowledgement
by Borrower  The Borrower acknowledges and agrees that:  5.4.1none
of the Lender or the Supplier is in any way involved in the final determination
of the EKN Premium and the Borrower will not raise against the Lender or the
Supplier any claim or defence of any kind whatsoever in relation to the
calculation or payment of the EKN Premium. The exact amount of the EKN Premium
will be evidenced by invoice(s) to be issued by EKN.  The Lender shall promptly send to the
Borrower a copy of any invoice received from the EKN in relation to the EKN
Premium.  If EKN issues a final invoice
in respect of the EKN Premium, any difference between the amount of the EKN
Premium initially invoiced and that of the final invoice will be payable on
demand by, or refundable to, the Borrower in accordance with the instructions
of the Lender provided that if any amount of the EKN Premium is refundable,
such amount shall be refunded on terms and conditions acceptable to EKN; and  5.4.2in
the event any part of the EKN Premium is refundable, the Lender shall only be
required to refund to the Borrower such portion of the EKN Premium which has
been refunded to the Lender.  5.5Borrowers
right to use own funds  Nothing in this Agreement shall preclude the Borrower from
satisfying its payment obligations under the Frame Supply Contract using funds
other than the proceeds of the Facility.  22


SECTION 4
REPAYMENT, PREPAYMENT AND CANCELLATION  6REPAYMENT  6.1Repayment
of Tranches  6.1.1The
Borrower shall repay respective Tranche in full by seventeen (17) semi annual
instalments (Repayment Instalments), each being one seventeenth of the total
Tranche Amount set out in Clause 2.1.2 and 2.1.4. The first Repayment
Instalment for respective Tranche shall fall due six Months after the date of
the Mean Value Delivery Date for that relevant Tranche (or if such day is not a
Business Day, the immediately succeeding Business Day. The Borrower shall repay
the outstanding amount of all the Tranches in full on the Termination Date.  6.1.2All
repayments in accordance with this Clause 6 must be received by the Lender by
11:00 a.m. Stockholm time on the relevant Repayment Date.  6.2No
reborrowing  The Borrower may not reborrow any part of
the Facility which is repaid.  7PREPAYMENT
AND CANCELLATION  7.1Illegality  If it is illegal for the Lender to make, maintain or fund
Tranches under this Agreement, the Borrower must, within 20 Business Days of
receipt of a notice from the Lender of the illegality, repay all amounts
outstanding under this Agreement.  7.2Voluntary
cancellation  The Borrower may, if it gives the Lender not less than 10
Business Days (or such shorter period as the Lender may agree) prior written
notice, cancel the  23


whole or any part (being a minimum amount of USD 25,000,000)
of an Available Tranche.  7.3Voluntary
prepayment of the Facilities  (a)The Borrower may, if it gives the
Lender not less than 10 Business Days, (or such shorter period as the Lender
may agree) prior written notice, prepay the whole or any part of any Tranche
(but, if in part, being an amount that reduces the Tranche by a minimum amount
of USD 25,000,000).  (b)A Tranche may only be prepaid
after the last day of the Availability Period (or, if earlier, the day on which
the relevant Available Facility is zero).  7.4Restrictions  (a)Any notice of cancellation or
prepayment given by the Borrower under this Clause 7 shall be irrevocable and,
unless a contrary indication appears in this Agreement, shall specify the date
or dates upon which the relevant cancellation or prepayment is to be made and
the amount of that cancellation or prepayment.  (b)Any prepayment under this
Agreement shall be made together with accrued interest on the amount prepaid
and, subject to any Break Costs, without premium or penalty.  (c)The Borrower may not reborrow any
part of a Facility which is prepaid.  (d)The Borrower shall not repay or
prepay all or any part of the Tranches or cancel all or any part of the
Commitments except at the times and in the manner expressly provided for in
this Agreement.  (e)No amount of the Total Commitments
cancelled under this Agreement may be subsequently reinstated.  24


SECTION 5
COSTS OF UTILISATION  8INTEREST  8.1Calculation
of interest  The rate of interest on each Tranche for each
Interest Period is the percentage rate per annum which is the aggregate of the
applicable:  (a)Margin; and  (b)LIBOR.  8.2Payment
of interest  The Borrower shall pay accrued interest on
each Tranche on the last day of each Interest Period.  8.3Default
interest  (a)If the Borrower fails to pay any
amount payable by it under a Finance Document on its due date, interest shall
accrue on the overdue amount from the due date up to the date of actual payment
(both before and after judgment) at a rate which, subject to paragraph (b) below,
is the sum of 2 per cent. and the rate which would have been payable if the
overdue amount had, during the period of non-payment, constituted a Tranche in
the currency of the overdue amount for successive Interest Periods, each of a
duration selected by the Lender (acting reasonably). Any interest accruing
under this Clause 8.3 shall be immediately payable by the Borrower on demand by
the Lender.  (b)If any overdue amount consists of
all or part of a Tranche which became due on a day which was not the last day
of an Interest Period relating to that Tranche:  (i)the first Interest Period for that
overdue amount shall have a duration equal to the unexpired portion of the
current Interest Period relating to that Tranche; and  25


(ii)the rate of interest applying to
the overdue amount during that first Interest Period shall be the sum of 2 per
cent. and the rate which would have applied if the overdue amount had not
become due.  (c)Default interest (if unpaid)
arising on an overdue amount will be compounded with the overdue amount at the
end of each Interest Period applicable to that overdue amount but will remain
immediately due and payable.  8.4Notification
of rates of interest  The Lender shall promptly notify the Borrower
of the determination of a rate of interest under this Agreement.  9INTEREST
PERIODS  9.1Duration
of Interest Periods  9.1.1Subject
to this Clause 9 each Interest Period for a Tranche shall be six Months or any
shorter period agreed between the Borrower and the Lender provided that the
first Interest Period for a Tranche (other than the first Tranche made under a
Facility) shall end on the last day of the then current Interest Period of any
other Tranche then outstanding.  9.1.2Each
Interest Period for a Tranche shall start on the Utilisation Date in respect of
that Tranche or (if the Tranche has already been made) on the last day of the
preceding Interest Period for that Tranche.  9.1.3An
Interest Period for a Tranche shall not extend beyond a Repayment Date.  9.1.4An
Interest Period for a Tranche shall not extend beyond the Termination Date.  9.2Non-Business
Days  If an Interest Period would otherwise end
on a day which is not a Business Day, that Interest Period will instead end on
the next Business Day in that calendar month (if there is one) or the preceding
Business Day (if there is not).  26


10CHANGES
TO THE CALCULATION OF INTEREST  10.1Absence of
quotations  Subject to Clause 10.2 (Market disruption), if LIBOR is to be
determined by reference to the Reference Banks but a Reference Bank does not
supply a quotation by 11:00 a.m. on the Quotation Day, the applicable
LIBOR shall be determined on the basis of the quotations of the remaining
Reference Banks.  10.2Market disruption  (a)If a Market Disruption Event
occurs in relation to a Tranche for any Interest Period, then the rate of
interest for the Interest Period shall be the rate per annum which is the sum
of:  (i)the Margin;  (ii)the rate notified by the Lender to
be that which expresses as a percentage rate per annum the cost to the Lender
of funding from whatever source it may reasonably select.  (b)In this Agreement Market Disruption Event means:  (i)at or about noon on the Quotation
Day for the relevant Interest Period the Screen Rate is not available and none
or only one of the Reference Banks supplies a rate to the Lender to determine
LIBOR for Dollars for the relevant Interest Period; or  (ii)that the cost to it of obtaining
matching deposits in the London interbank market would be in excess of LIBOR.  10.3Alternative basis
of interest or funding  If a Market Disruption Event occurs and the
Lender or the Borrower so requires, the Lender and the Borrower shall enter
into negotiations (for a period of not more than 30 days) with a view to
agreeing a substitute basis for determining the rate of interest.  10.4Break Costs  In case of a market Disruption Event the
Borrower shall, within three Business Days of demand by the Lender, pay to the
Lender its Break Costs attributable to  27


all or any part of a Tranche or Unpaid Sum
being paid by the Borrower on a day other than the last day of an Interest
Period for that Tranche or Unpaid Sum.  11FEES  11.1Management
fee  The Borrower shall pay to the Lender a
management fee of 0.2 % flat calculated on the Total Commitments. The
management fee is due prior, to the first disbursement under this Agreement, at
the latest however, within 30 days after the date of this Agreement.  11.2Commitment
fee  From due date of this Agreement until disbursement of the
Facility in full, the Borrower shall pay to the Lender a commitment fee at a
rate of 0.0625 % calculated on a daily basis on such portion of the Total
Commitments nor yet disbursed at any time. The Commitment fee is payable on
each Interest Payment Date.  28


SECTION 6
ADDITIONAL PAYMENT OBLIGATIONS  12TAX GROSS-UP AND
INDEMNITIES  12.1Definitions  (a)In this Agreement:  Protected
Party means a Finance Party which is or will be subject to any
liability, or required to make any payment, for or on account of Tax in
relation to a sum received or receivable (or any sum deemed for the purposes of
Tax to be received or receivable) under a Finance Document.  Qualifying
Lender means a Lender which is situated for tax purposes in the
Russian Federation or in a Tax Treaty Jurisdiction.  Tax Credit
means a credit against, relief or remission for, or repayment of any Tax.  Tax
Deduction means a deduction or withholding for or on account of Tax
from a payment under a Finance Document.  Tax
Payment means an increased payment made by the Borrower to a
Finance Party under Clause 12.2 (Tax
gross-up) or a payment under Clause 12.3 (Tax indemnity).  Tax Treaty
Jurisdiction means a jurisdiction which has in force a double tax
treaty with the Russian Federation (or with the Union of Soviet Socialist
Republics to which the Russian Federation has succeeded) which provides for
full exemption from Russian withholding tax on interest derived from a source
within the Russian Federation payable to a resident of such jurisdiction.  (b)Unless
a contrary indication appears, in this Clause 12 a reference to determines or
determined
means a determination made in the absolute discretion of the person making the
determination.  12.2Tax gross-up  (a)The Borrower shall make all payments
to be made by it without any Tax Deduction, unless a Tax Deduction is required
by law.  29


(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 Lender accordingly.  (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 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)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 the minimum
amount required by law.  (e)Within 30 days of making either a Tax
Deduction or any payment required in connection with that Tax Deduction, the
Borrower shall deliver to the Lender for an original receipt (or certified copy
thereof) demonstrating that the Tax Deduction has been made or (as applicable)
any appropriate payment paid to the relevant taxing authority.  12.3Tax indemnity  (a)The Borrower shall (within three
Business Days of demand by the Lender) pay to a Protected Party an amount equal
to the loss, liability or cost which that Protected Party determines has been
suffered for or on account of Tax by that Protected Party in respect of a
Finance Document.  (b)Paragraph (a) above shall not
apply:  (i)with respect to any Tax assessed
on a Finance Party:  (A)under
the law of the jurisdiction in which that Finance Party is incorporated or, if
different, the jurisdiction (or jurisdictions) in which that Finance Party is
treated as resident for tax purposes; or  (B)under
the law of the jurisdiction in which that Finance Partys Facility Office is
located in respect of amounts received or receivable in that jurisdiction,  30


if that Tax is imposed on or calculated by
reference to the net income received or receivable (but not any sum deemed to
be received or receivable) by that Finance Party; or  (ii)to the extent a loss, liability or
cost:  (A)is
compensated for by an increased payment under Clause 12.2 (Tax gross-up); or  (B)would
have been compensated for by an increased payment under Clause 12.2 (Tax gross-up) but was not so compensated
solely because one of the exclusions in paragraph (d) of Clause 12.2 (Tax gross-up) applied.  12.4Tax Credit  If the Borrower makes a Tax Payment and the relevant Finance
Party determines that:  (a)a Tax Credit is attributable to
that Tax Payment; and  (b)that Finance Party has obtained,
utilised and retained that Tax Credit,  the Finance Party shall pay promptly an amount to the
Borrower which that Finance Party determines will leave the Finance Party
(after that payment) in the same after-Tax position as it would have been in
had the Tax Payment not been made by the Borrower.  12.5Stamp taxes  The Borrower shall pay and, within three Business Days of
demand, indemnify each Finance Party against any cost, loss or liability that
Finance Party incurs in relation to all stamp duty, registration and other
similar Taxes payable in respect of any Finance Document.  12.6Value added tax  (a)All consideration expressed to be
payable under a Finance Document by any Party to a Finance Party shall be
deemed to be exclusive of any VAT. If VAT is chargeable on such consideration,
that Party shall pay to the Finance Party (or directly to the appropriate tax
authority, if so required by law) (in addition to and  31


at the same time
as paying the consideration) an amount equal to the amount of the VAT.  (b)Where a Finance Document requires any
Party to reimburse a Finance Party for any costs or expenses, that Party shall
also at the same time pay and indemnify the Finance Party against all VAT
incurred by the Finance Party in respect of the costs or expenses to the extent
that the Finance Party reasonably determines that neither it nor any other
member of the group of which it is a member for VAT purposes is entitled to
credit or repayment from the relevant tax authority in respect of the VAT.  12.7Tax forms  (a)At least 10 Business Days prior to
the date of the first scheduled payment of interest under this Agreement, and
within 20 Business Days from the beginning of each calendar year falling after
the Signing Date, the Lender shall use its reasonable efforts to provide to the
Borrower a document issued by the relevant government authority in its
jurisdiction of residence confirming that it is a resident of that
jurisdiction.  (b)At the request of the Borrower (acting
reasonably), the Lender shall use its reasonable efforts to provide any other
documentation or information to the Borrower that may be reasonably necessary
for the Borrower to establish a complete exemption from Russian withholding tax
in relation to payments of interest under this Agreement.  13INCREASED
COSTS  13.1Increased costs  (a)Subject
to Clause13.3(Exceptions) the Borrower shall, within
three Business Days of a demand by the Lender, pay for the account of the
Lender the amount of any Increased Costs incurred by the Lender or any of its
Affiliates as a result of (i) the introduction of or any change in (or in
the interpretation, administration or application of) any law or regulation or (ii) compliance
with any law or regulation made after the date of this Agreement.  32


(b)In this Agreement Increased Costs means:  (i)a reduction in the rate of return from the
Facility or on a Finance Partys (or its Affiliates) overall capital;  (ii)an additional or increased cost; or  (iii)a reduction of any amount due and payable
under any Finance Document,  which is incurred or suffered the Lender or
any of its Affiliates to the extent that it is attributable to the Lender
having entered into its Commitment or funding or performing its obligations
under any Finance Document.  13.2Increased cost
claims  (a)The
Lender intending to make a claim pursuant to Clause 13.1 (Increased costs) shall promptly notify the
Borrower.  (b)The Lender shall, as soon as
practicable provide a certificate confirming the amount of its Increased Costs.  13.3Exceptions  (a)Clause13.1(Increased costs) does not
apply to the extent any Increased Cost is:  (i)attributable to a Tax Deduction required by
law to be made by the Borrower;  (ii)compensated for by Clause 12.3 (Tax indemnity) (or would have been
compensated for under Clause 12.3 (Tax
indemnity) but was not so compensated solely because any of the
exclusions in paragraph (b) of Clause 12.3 (Tax indemnity) applied); or  (iii)attributable to a breach by the Lender or its
Affiliates of any law or regulation.  (b)In
this Clause13.3,
a reference to a Tax
Deduction
has the same meaning given to the term in Clause 12.1 (Definitions).  33


14OTHER INDEMNITIES  14.1Currency
indemnity  (a)If
any sum due from the Borrower under the Finance Documents (a Sum),
or any order, judgment or award given or made in relation to a Sum, has to be
converted from the currency (the First Currency)
in which that Sum is payable into another currency (the Second Currency)
for the purpose of:  (i)making or filing a claim or proof against the
Borrower;  (ii)obtaining or enforcing an order, judgment or
award in relation to any litigation or arbitration proceedings against the
Borrower,  the Borrower shall as an independent
obligation, within three Business Days of demand, indemnify the Lender against
any cost, loss or liability arising out of or as a result of the conversion
including any discrepancy between (A) the rate of exchange used to convert
that Sum from the First Currency into the Second Currency and (B) the rate
or rates of exchange available to the Lender at the time of its receipt of that
Sum.  (b)The Borrower waives any right it may
have in any jurisdiction to pay any amount under the Finance Documents in a
currency or currency unit other than that in which it is expressed to be
payable.  14.2Other indemnities  The Borrower shall, within three Business
Days of demand, indemnify each Finance Party against any cost, loss or
liability incurred by that Finance Party as a result of:  (a)the occurrence of
any Event of Default;  (b)a failure by the
Borrower to pay any amount due under a Finance Document on its due date;  (c)funding, or making arrangements to fund, its participation in a
Tranche requested by the Borrower in a Utilisation Request but not made by
reason of the operation of any one or more of the provisions of this Agreement
(other than by reason of default or negligence by the Lender; or  34


(d)a Tranche (or part
of a Tranche) not being prepaid in accordance with a notice of prepayment given
by the Borrower.  15MITIGATION
BY THE LENDER  15.1Mitigation  (a)The
Lender shall, in consultation with the Borrower, take all reasonable steps to
mitigate any circumstances which arise and which would result in any amount
becoming payable under or pursuant to, or cancelled pursuant to, any of Clause7.1(Illegality), Clause 12 (Tax gross-up and indemnities) or Clause
13.1 (Increased costs)
including (but not limited to) transferring its rights and obligations under
the Finance Documents to another Affiliate or Facility Office.  (b)Paragraph (a) above does not in
any way limit the obligations of the Borrower under the Finance Documents.  15.2Limitation of
liability  (a)The
Borrower shall indemnify the Lender for all costs and expenses reasonably
incurred by the Lender as a result of steps taken by it under Clause15.1(Mitigation).  (b)The Lender is not obliged to take any
steps under Clause 15.1 (Mitigation)
if, in the opinion of that Finance Party (acting reasonably), to do so might be
prejudicial to it.  16COSTS
AND EXPENSES  16.1Transaction
expenses  The Borrower shall promptly on demand pay the
Lender the amount of all reasonable out-of-pocket costs and legal expenses
(internal and external but with a cap amounting to USD 50,000) incurred by the
Lender in connection with the negotiation, preparation and execution of:  (a)this Agreement and any other
documents referred to in this Agreement; and  35


(b)any other Finance Documents
executed after the date of this Agreement.  16.2Amendment costs  If (a) the Borrower requests an
amendment, waiver or consent or (b) an amendment is required pursuant to
Clause 23.6 (Change of currency),
the Borrower shall, within ten Business Days of demand, reimburse the Lender
for the amount of all costs and expenses (including legal fees) reasonably
incurred by the Lender in responding to, evaluating, negotiating or complying
with that request or requirement.  16.3Enforcement costs  The Borrower shall, within ten Business Days
of demand, pay to the Lender the amount of all costs and expenses (including
legal fees) incurred by the Lender in connection with the enforcement of, or
the preservation of any rights under, any Finance Document.  36


SECTION 7
REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT  17REPRESENTATIONS  The Borrower makes the representations and
warranties set out in this Clause 17 to each Finance Party on the date of this
Agreement.  17.1Status  (a)It is an open joint stock company,
duly established, registered and validly existing under the laws of the Russian
Federation.  (b)It has the power to own its assets
and carry on its business as it is being conducted.  17.2Binding
obligations  The obligations expressed to be assumed by it
in each Finance Document are legal, valid, binding and enforceable obligations,
subject to insolvency and other laws affecting creditors rights generally and
principles of equity.  17.3Non-conflict with
other obligations  The entry into and performance by it of, and
the transactions contemplated by, the Finance Documents do not and will not
conflict with:  (a)any law or regulation applicable
to it;  (b)its constitutional documents; or  (c)any agreement or instrument
binding upon it or any of its assets.  17.4Power and
authority  It has the power to enter into, perform and
deliver, and has taken all necessary action to authorise its entry into,
performance and delivery of, the Finance Documents and the transactions
contemplated by those Finance Documents.  17.5Validity and
admissibility in evidence  All Authorisations required:  (a)to enable it lawfully to enter
into, exercise its rights and comply with its obligations in the Finance
Documents;  (b)for it to carry on its and their
business; and  37


(c)
  
  to make the
  Finance Documents admissible in evidence in the general jurisdiction courts
  or commercial courts (arbitrazhniye sudi)
  of the Russian Federation in an original action or action to enforce a
  foreign arbitral award, provided that authenticated and notarised Russian
  texts are made available to such courts at that time and any other procedures
  and formalities regarding presentation of documents to a Russian court are
  complied with, have been obtained or effected and are in full force and effect
  (except, in relation to paragraph (b) above, where the failure to obtain
  such Authorisations (excluding any Telecommunications Authorisations) is not
  reasonably likely to have a Material Adverse Effect).17.6
  
  No bankruptcy proceedingsNeither the Borrower nor any
  of its Significant Subsidiaries has taken any corporate action nor have any
  other steps been taken or legal proceedings been started or, to the best of
  its knowledge and belief (after due inquiry), threatened against it or any of
  its Significant Subsidiaries for (a) its liquidation or bankruptcy or
  the appointment of a liquidation commission (likvidatsionnaya
  komissiya) or a similar officer of it or any of its Significant
  Subsidiaries; (b) the institution of supervision (nablyudeniye), financial rehabilitation
  (finansovoe ozdorovlenie),
  external management (vneshniy
  upravlayucshiy) or the appointment of a bankruptcy manager (konkursniy upravlayuschiy) or similar
  officer of it or any of its Significant Subsidiaries; (c) the convening
  of a meeting of creditors for the purposes of considering an amicable
  settlement (as defined in the Russian Insolvency Law); or (d) any
  analogous act in respect of it or any of its Significant Subsidiaries in any
  jurisdiction.17.7
  
  No filing or stamp taxesUnder the law of the Russian Federation it is not necessary that the
  Finance Documents be filed, recorded or enrolled with any court or other
  authority in the Russian Federation or that any stamp, registration or
  similar tax be paid on or in relation to the Finance Documents or the
  transactions contemplated by the Finance Documents, except for court
  registration fees in connection with any enforcement proceedings in such
  court.17.8
  
  Payment of TaxesIt has not overdue tax
  liabilities, other than tax liabilities (a) whose amount, applicability
  or validity is being contested in good faith by appropriate proceedings and
  for which adequate reserves or other appropriate provision has been made or
  (b) whose amount, together with all such other unpaid or  38


undischarged taxes, does not
  in aggregate exceed $25,000,000 (or its equivalent in any other currency or
  currencies).17.9
  
  No default(a)
  
  No Default or Event of Default is continuing or might reasonably be
  expected to result from the making of any Utilisation.(b)
  
  No event or circumstance is outstanding which constitutes a default
  under any other agreement or instrument which is binding on it or any of its
  Subsidiaries or to which its (or any of its Subsidiaries) assets are subject
  which is reasonably likely to have a Material Adverse Effect.17.10
  
  Pari
  passurankingIts payment obligations under the Finance Documents rank at least pari passu with the claims of all its
  other unsecured and unsubordinated creditors, except for obligations
  mandatorily preferred by law applying to companies generally.17.11
  
  No proceedings pending or
  threatenedOther than the UMC Litigation,
  no litigation, arbitration or administrative proceedings of or before any
  court, arbitral body or agency (including but not limited to, investigative
  proceedings) have, to the best of its knowledge and belief (after due
  inquiry), been started or threatened against it or any of its Significant
  Subsidiaries which, if adversely determined would be reasonably likely to
  have a Material Adverse Effect.17.12
  
  Compliance with lawsEach of the Borrower and its
  Significant Subsidiaries is conducting its business and operations in
  compliance with all laws and regulations and all directives of any government
  agency having legal force applicable or relevant to it, excluding any such
  non-compliance which would not reasonably be expected to have a Material
  Adverse Effect.17.13
  
  No Immunity(a)
  
  The execution by the Borrower of the Finance Documents constitutes,
  and its exercise of its rights and performance of its obligations thereunder
  will constitute, private and commercial activities done and performed for
  private and commercial purposes (rather than public and governmental
  purposes).(b)
  
  In any proceedings taken in the Russian Federation in relation to the
  Finance Documents, the Borrower will not be entitled to claim for itself or
  any of its assets immunity from suit, execution, attachment or other legal
  process.   39


17.14
  
  RepetitionThe Repeating Representations
  are deemed to be made by the Borrower by reference to the facts and
  circumstances then existing on the date of each Utilisation Request and the
  first day of each Interest Period (provided that whenever the representation
  in paragraph (c) of Clause 17.3 is deemed to be made on a date other
  than the Signing Date or a Utilisation Date, the statement except where the
  same would not be reasonably likely to have a Material Adverse Effect shall
  qualify the representation in said paragraph (c)).18
  
  INFORMATION UNDERTAKINGSThe undertakings in this
  Clause 18 remain in force from the date of this Agreement for so long as any
  amount is outstanding under the Finance Documents or any Commitment is in
  force.18.1
  
  Financial statementsThe Borrower shall supply to
  the Lender:(a)
  
  as soon as the same become available, but in any event within 180
  days after the end of each of its financial years, its audited consolidated
  and non-consolidated financial statements for that financial year; and(b)
  
  as soon as the same become available, but in any event within
  (i) 60 days after the end of each of its first, second and third
  financial quarters and (ii) 90 days after the end of its fourth
  financial quarter, its unaudited consolidated and non-consolidated financial
  statements for that financial quarter.18.2
  
  Requirements as to financial
  statements(a)
  
  Each set of financial statements delivered by the Borrower pursuant
  to Clause 18.1 (Financial statements)
  shall be certified by an authorised officer of the Borrower as fairly
  representing its (or, as the case may be, its consolidated) financial
  condition and operations as at the end of and for the period in relation to
  which those financial statements were drawn up.(b)
  
  The Borrower shall procure that each set of consolidated financial
  statements delivered pursuant to Clause 18.1 (Financial statements) is prepared using GAAPaccounting practices and financial
  reference periods consistent with those applied in the preparation of the
  Original Financial Statements unless, in relation to any set of financial
  statements, it notifies the Lender that there has been a change in GAAP, the
  accounting practices or reference periods and its auditors deliver to the
  Lender:  40


(c)
  
  a description of any change necessary for those financial statements
  to reflect the GAAP, accounting practices and reference periods upon which
  the Original Financial Statements were prepared; and(d)
  
  Any reference in this Agreement to those financial statements shall
  be construed as a reference to those financial statements as adjusted to
  reflect the basis upon which the Original Financial Statements were prepared.(e)
  
  The Borrower shall procure that each set of non-consolidated
  financial statements delivered pursuant to Clause 18.1 (Financial statements) is prepared using
  RAS accounting practices and financial reference periods.18.3
  
  Information: miscellaneousThe Borrower shall supply to the Lender:(a)
  
  all documents dispatched by the Borrower to its shareholders (or any
  class of them) or its creditors generally promptly after they are dispatched;
  and(b)
  
  promptly upon becoming aware of them, the details of any litigation,
  arbitration or administrative proceedings which are current, threatened or
  pending against any member of the Group, and which would, if adversely
  determined, be reasonably likely to have a Material Adverse Effect.18.4
  
  Notification of Default(a)
  
  The Borrower shall notify the Lender of any Default (and the steps,
  if any, being taken to remedy it) promptly upon becoming aware of its
  occurrence.(b)
  
  Promptly upon a request by the Lender, the Borrower shall supply to
  the Lender a certificate signed by two of its directors or senior officers on
  its behalf certifying that no Default is continuing (or if a Default is
  continuing, specifying the Default and the steps, if any, being taken to
  remedy it).19
  
  GENERAL UNDERTAKINGSThe undertakings in this Clause 19 remain in force from the date of
  this Agreement for so long as any amount is outstanding under the Finance
  Documents or any Commitment is in force.19.1
  
  AuthorisationsThe Borrower shall promptly:(i)
  obtain, comply with and do all that is necessary to maintain in full
  force and effect; and  41


(ii)
  supply certified copies to the Lender of,any Authorisation required under any law or regulation of its
  jurisdiction of incorporation to enable it to perform its obligations under
  the Finance Documents and to ensure the legality, validity, enforceability or
  admissibility in evidence in its jurisdiction of incorporation of any Finance
  Document.19.2
  
  Compliance with lawsThe Borrower shall comply in all respects with all laws to which it
  may be subject, if failure so to comply would materially impair its ability
  to perform its obligations under the Finance Documents.19.3
  
  Maintenance of existenceThe Borrower shall maintain
  its corporate existence.19.4
  
  Negative pledge(a)
  
  The Borrower shall not create or permit to subsist any Security over
  any of its assets.(b)
  
  The Borrower shall not(i)
  sell, transfer or otherwise dispose of any of its assets on terms
  whereby they are or may be leased to or re-acquired by the Borrower or any
  other member of the Group;(ii)
  sell, transfer or otherwise dispose of any of its receivables on
  recourse terms;(iii)
  enter into any arrangement under which money or the benefit of a bank
  or other account may be applied, set-off or made subject to a combination of
  accounts; or(iv)
  enter into any other preferential arrangement having a similar
  effect, in circumstances where the arrangement or transaction is entered into
  primarily as a method of raising Financial Indebtedness or of financing the
  acquisition of an asset.(c)
  
  Paragraphs (a) and (b) above do not apply to Permitted
  Security.19.5
  
  Disposals(a)
  
  The Borrower shall not (and shall ensure that no other member of the
  Group will) enter into a single transaction or a series of transactions
  (whether related or not and whether voluntary or involuntary) to sell, lease,
  transfer or otherwise dispose of any asset.  42


(b)
  
  Paragraph (a) above does not apply to any sale, lease, transfer
  or other disposal:(i)
  made in the ordinary course of trading of the disposing entity;(ii)
  of assets in exchange for other assets comparable or superior as to
  type, value and quality;(iii)
  made from one member of the Group to another member of the Group;(iv)
  of cash or cash equivalents for cash or cash equivalents;(v)
  where the book value of such asset (when aggregated with the book
  value of each other asset disposed of under this sub-clause (v)) (in each
  case as calculated in accordance with GAAP) does not exceed (x) 10% of
  the Borrowers Total Assets in any financial year of the Borrower and
  (y) 25% of the Borrowers Total Assets during the period starting on the
  Signing Date and ending on the date that all amounts outstanding under this
  Agreement have been paid in full. At the request of the Lender (any such
  request to be made no more than once per calendar quarter, unless a Default
  is continuing), the Borrower shall provide a certificate to the Lender
  setting out in reasonable detail the book value of any assets disposed of
  under this sub-clause (v) (calculated in accordance with GAAP); or(vi)
  involving the transfer of any or all of the Borrowers shares in UMC
  pursuant to the UMC Litigation to a person that is not a member of the Group
  (provided that this sub-clause (vi) shall not in any way prejudice the
  rights of the Finance Parties under Clause 21.16 (UMC Litigation)).When calculating the Borrowers Total Assets under sub-clause
  (v) above, if the annual consolidated balance sheet of the Borrower for
  the immediately preceding financial year of the Borrower is not available,
  the Borrowers Total Assets shall be calculated by reference to the draft
  audit report then available for that financial year and any other evidence
  reasonably requested by, and reasonably satisfactory to, the Lender.19.6
  
  MergerImmediately upon the Borrowers knowledge or awareness thereof inform
  the Lender of any forthcoming amalgamation, demerger, merger, consolidation
  or corporate reconstruction of the Borrower.19.7
  
  Change of businessThe Borrower shall procure that no substantial change is made to the
  general nature of the business of the Borrower or the Group from that carried
  on at the Signing Date.  43


19.8
  
  Conduct of businessThe Borrower shall, conduct
  its business in all material respects in accordance with:(a)
  all Telecommunications Laws to which it is or may become subject;(b)
  all requirements of the telecommunications regulators of the Russian
  Federation, Ukraine and any other jurisdiction where it conducts its
  business; and(c)
  the terms of all relevant Telecommunications Authorisations.19.9
  
  Pari
  passuThe Borrower shall, and shall
  procure that each member of the Group will, procure that its obligations
  under the Finance Documents rank at least pari
  passu with all its other unsecured, unsubordinated obligations save
  where such other obligations are mandatorily preferred by law.19.10
  
  PurposeThe Borrower shall apply the
  proceeds of the Facilities in accordance with Clause 3.1 (Purpose).19.11
  
  Frame Supply ContractOnly with the prior written
  consent of the Lender agree upon any modification and/or amendment to the
  Frame Supply Contract which represents a material change to the Frame Supply
  Contract including but not limited to changes in the price/currency, terms of
  payment, country of origin, delivery and/or installation period etc.20
  
  EVENTS OF DEFAULTEach of the events or circumstances set out in Clause 20 is an Event
  of Default.20.1
  
  Non-paymentThe Borrower does not pay on the due date any amount payable pursuant
  to a Finance Document at the place at and in the currency in which it is
  expressed to be payable unless:(a)
  
  its failure to pay is caused by administrative or technical error;
  and(b)
  
  payment is made within three Business Days of its due date.  44


20.2
  
  Other obligations(a)
  
  The Borrower does not comply with any provision of the Finance
  Documents (other than those referred to in Clause 20.1 (Non-payment)).(b)
  
  No Event of Default under paragraph (a) above will occur if the
  failure to comply is capable of remedy and is remedied within 15 Business
  Days of the Lender giving notice to the Borrower or the Borrower becoming
  aware of the failure to comply.20.3
  
  MisrepresentationAny representation or statement made or deemed to be made by the
  Borrower in the Finance Documents or any other document delivered by or on
  behalf of the Borrower under or in connection with any Finance Document is or
  proves to have been incorrect or misleading in any material respect when made
  or deemed to be made, and such representation or statement shall not have
  been rendered correct and not misleading within 15 Business Days of the
  Lender giving notice to the Borrower or the Borrower becoming aware of the
  same.20.4
  
  Cross default(a)
  Any single item of Financial Indebtedness of any member of the Group
  in an amount exceeding $10,000,000 (or its equivalent in any other currency
  or currencies) is not paid when due nor within any originally applicable
  grace period.(b)
  Any single item of Financial Indebtedness of any member of the Group
  in an amount exceeding $10,000,000 (or its equivalent in any other currency
  or currencies) is declared to be or otherwise becomes due and payable prior
  to its specified maturity as a result of an event of default (however
  described).(c)
  Any single commitment for any Financial Indebtedness of any member of
  the Group in an amount exceeding $10,000,000 (or its equivalent in any other
  currency or currencies) is cancelled or suspended by a creditor of any member
  of the Group as a result of an event of default (however described).(d)
  Any creditor of any member of the Group becomes entitled to declare
  any single item of Financial Indebtedness of any member of the Group in an
  amount exceeding $10,000,000 (or its equivalent in any other currency or
  currencies) due and payable prior to its specified maturity as a result of an
  event of default (however described).(e)
  Any of the events described in paragraphs (a) to (d) above
  occurs in relation to any Financial Indebtedness or commitment for Financial
  Indebtedness of any amount (including, for the avoidance of doubt, any amount
  that is less than $10,000,000 (or its equivalent in any other currency or
  currencies)), and  45


the aggregate amount of all such Financial Indebtedness and
  commitments for Financial Indebtedness is in excess of $35,000,000 (or its
  equivalent in any other currency or currencies).20.5
  
  Insolvency(a)
  The Borrower or a Significant Subsidiary is unable or admits its
  inability to pay its debts as they fall due, suspends making payments on its
  debts generally or, by reason of actual or anticipated financial difficulties,
  commences negotiations with one or more of its creditors with a view to
  rescheduling its indebtedness generally.(b)
  The value of the assets of the Borrower or a Significant Subsidiary
  is less than its liabilities (taking into account contingent and prospective
  liabilities).(c)
  A moratorium is declared in respect of the indebtedness of the
  Borrower or a Significant Subsidiary.20.6
  
  Insolvency proceedingsAny corporate action or legal proceedings are taken in relation to:(a)
  the bankruptcy, winding-up, insolvency, dissolution, administration,
  reorganisation or liquidation of the Borrower or a Significant Subsidiary,
  including, but not limited to, institution of supervision (nablyudenie), financial rehabilitation (finansovoe ozdorovlenie), external
  management (vneshneye upravlenie)
  or bankruptcy management (konkursnoye
  upravlenie) (and such legal proceedings continue for at least 14
  days);(b)
  the suspension of payments or a moratorium of any indebtedness of the
  Borrower or a Significant Subsidiary (and such suspension continues for at
  least 14 days);(c)
  the presentation or filing of a petition (or similar document) in
  respect of the Borrower or a Significant Subsidiary in any court, state
  arbitration court (arbitrazhnyi sud)
  or before any other authority in respect of the bankruptcy, winding-up,
  insolvency, dissolution, administration, reorganisation or liquidation of the
  Borrower or a Significant Subsidiary (and such petition has not been discharged
  within 14 days);(d)
  the appointment of a liquidator (likvidator)
  or a liquidation commission (likvidatsionnaya
  komissiya), temporary manager (vremenniy
  upravlaushiy), administrative manager (administrativniy upravlaushiy), external manager (vneshniy upravlaushiy), bankruptcy
  manager (konkursniy upravlaushiy),
  receiver, administrator, administrative receiver, compulsory manager or other  46


similar officer in respect of the Borrower or a Significant
  Subsidiary or any of its assets (and such appointment continues for at least
  14 days); or(e)
  the enforcement of any Security over any asset or assets of the
  Borrower or a Significant Subsidiary (unless such enforcement is stayed
  within 14 days),or any analogous procedure or
  step is taken in any jurisdiction.20.7
  
  Creditors processAny expropriation, attachment, sequestration, distress or execution
  affects any asset or assets of the Borrower with a value in excess of $10,000,000
  (or its equivalent in any other currency or currencies) and is not discharged
  or stayed within 30 days.20.8
  
  JudgmentThe rendering against the Borrower or any Subsidiary of the Borrower
  of a judgment, decree or order for the payment of money in an amount in
  excess of $10,000,000 (or its equivalent in any other currency or currencies)
  and the continuance of any such judgment, decree or order unsatisfied and in
  effect for any period of 60 consecutive days without a stay of execution.20.9
  
  Cessation of BusinessThe Borrower or any Significant Subsidiary suspends, ceases or
  threatens to suspend or cease to carry on all or a substantial part of its
  business.20.10
  
  Expropriation(a)
  By or under the authority of any government:(i)
  any seizure,
  compulsory acquisition, expropriation, nationalisation or renationalisation
  is made after the Signing Date of all or any material part of the assets or
  shares of (or other ownership interest in) any member of the Group;(ii)
  the management
  of any member of the Group is wholly or partially displaced or the authority
  of any member of the Group in the conduct of its business is wholly or
  partially curtailed; or(iii)
  any member of
  the Group is otherwise deprived of, or prevented from exercising ownership or
  control of, its material business or assets.(b)
  Paragraph (a) above does not apply to:(i)
  the transfer of
  any or all of the Borrowers shares in UMC pursuant to the UMC Litigation to
  a person that is not a member of the Group (provided  47


that this
  paragraph (b)(i) shall not in any way prejudice the rights of the
  Finance Parties under Clause 21.16 (UMC
  Litigation)) or(ii)
  thetransferof any or all of:(a)
  the assets (including licences) held by Bitel; and/or(b)
  the shares in Bitelpursuant to the Bitel Litigation, to a person that is not a member of
  the Group.20.11
  
  Russian Foreign Exchange RestrictionsAny foreign exchange law is enacted or introduced in the Russian
  Federation which has the effect of prohibiting, restricting or delaying any
  payment by the Borrower or any member of the Group under the Finance
  Documents.20.12
  
  MoratoriumAny moratorium is declared on the payment of any external
  indebtedness of the Russian Federation or of Russian residents generally.20.13
  
  The Russian FederationThe political or economic situation in the Russian Federation deteriorates
  or an act of war or hostilities, invasion, armed conflict or act of a foreign
  enemy, revolution, insurrection or insurgency occurs in, or involves, the
  Russian Federation and such event, in the reasonable opinion of the Lender,
  has or is reasonably likely to have a Material Adverse Effect.20.14
  
  UnlawfulnessIt is or becomes unlawful for the Borrower to perform any of its
  obligations under the Finance Documents.20.15
  
  RepudiationThe Borrower repudiates a Finance Document or evinces an intention to
  repudiate a Finance Document.20.16
  
  UMC LitigationThe UMC Litigation is
  adversely determined and, in the reasonable opinion of the Lender, such
  adverse determination has or is reasonably likely to have a Material Adverse
  Effect.  48


20.17
  
  EKN Final
  GuaranteeThe EKN Final Guarantee is
  fully or partially withdrawn, suspended, terminated or cancelled or otherwise
  ceases to be in full force and effect or binding or enforceable against EKN
  otherwise than (i) by reason solely of the amounts drawn under this
  Agreement being prepaid in full in accordance with the terms hereof or
  (ii) with the consent of Lender.20.18
  
  Material
  adverse changeAny Material Adverse Effect shall occur in the financial condition or
  operations, assets, prospects, business or the legal status of the Borrower
  such that it is reasonably likely that the Borrower may not, or will be
  unable to perform or observe its obligations under this Agreement.20.19
  
  AccelerationOn and at any time after the occurrence of an Event of Default which
  is continuing the Lender may, by notice to the Borrower:(a)
  
  cancel the Total Commitments whereupon they shall immediately be
  cancelled;(b)
  
  declare that all or part of the Tranches, together with accrued
  interest, and all other amounts accrued or outstanding under the Finance
  Documents be immediately due and payable, whereupon they shall become
  immediately due and payable; and(c)
  
  declare that all or part of the Tranches be payable on demand,
  whereupon they shall immediately become payable on demand by the Lender.20.20
  
  Rights under
  EKN Final GuaranteeThe remedies set out in Clause
  20.19 (Acceleration) shall be without
  prejudice to the rights of the Lender to make claims under and enforce the
  EKN Final Guarantee.20.21
  
  No claims
  against Finance PartiesThe Borrower agrees that if
  EKN makes a payment to a Finance Party pursuant to the EKN Final Guarantee
  following a notice pursuant to Clause 20.19 (Acceleration)
  from the Lender to the Borrower, the Lender may act on the instructions of
  EKN and the Borrower shall have no claims whatsoever in respect of any loss,
  damage or expense suffered or incurred by it against any Finance Party.  49


SECTION 8
CHANGES TO PARTIES  21
  
  CHANGES TO THE
  LENDERS21.1
  
  Assignments and
  transfers by the LenderThe Lender may assign and/or
  transfer all or any of its rights and/or obligations, under the Finance
  Documents and the EKN Final Guarantee, change its lending office and disclose
  to any potential Qualifying Lender this Agreement and any information
  provided by the Borrower in connection with it.22
  
  CHANGES TO THE
  BORROWERThe Borrower may not assign any of its rights or transfer any of its
  rights or obligations under the Finance Documents.  50


SECTION 9
ADMINISTRATION  23
  
  PAYMENT
  MECHANICS23.1
  
  Payments to the
  Lender(a)
  
  On each date on which the Borrower is required to make a payment
  under a Finance Document, the Borrower shall make the same available to the
  Lender (unless a contrary indication appears in a Finance Document) for value
  on the due date at the time and in such funds specified by the Lender as
  being customary at the time for settlement of transactions in the relevant
  currency in the place of payment.(b)
  
  Payment shall be made to such account in the principal financial
  centre of the country of that currency with such bank as the Lender
  specifies.23.2
  
  Partial
  payments(a)
  
  If the Agent receives a payment that is insufficient to discharge all
  the amounts then due and payable by the Borrower under the Finance Documents,
  the Lender shall apply that payment towards the obligations of the Borrower
  under the Finance Documents in the following order:(b)
  
  first, in or towards payment pro rata of any unpaid fees, costs and
  expenses of the Lender under the Finance Documents;(i)
  secondly, in or towards payment pro rata of any accrued interest, fee
  or commission due but unpaid under this Agreement;(ii)
  thirdly, in or towards payment pro rata of any principal due but
  unpaid under this Agreement; and(iii)
  fourthly, in or towards payment pro rata of any other sum due but
  unpaid under the Finance Documents.(c)
  
  Paragraphs (a) and (b) above will override any
  appropriation made by the Borrower.23.3
  
  No set-off by
  the BorrowerAll payments to be made by the Borrower under the Finance Documents shall
  be calculated and be made without (and free and clear of any deduction for)
  set-off or counterclaim.  51


23.4
  
  Business Days(a)
  
  Any payment which is due to be made on a day that is not a Business
  Day shall be made on the next Business Day in the same calendar month (if
  there is one) or the preceding Business Day (if there is not).(b)
  
  During any extension of the due date for payment of any principal or
  Unpaid Sum under this Agreement interest is payable on the principal or
  Unpaid Sum at the rate payable on the original due date.23.5
  
  Currency of
  account(a)
  
  Subject to paragraphs (b) to (e) below, Dollars is the
  currency of account and payment for any sum due from the Borrower under any
  Finance Document.(b)
  
  A repayment of a Tranche or Unpaid Sum or a part of a Tranche or
  Unpaid Sum shall be made in the currency in which that Tranche or Unpaid Sum
  is denominated on its due date.(c)
  
  Each payment of interest shall be made in the currency in which the
  sum in respect of which the interest is payable was denominated when that
  interest accrued.(d)
  
  Each payment in respect of costs, expenses or Taxes shall be made in
  the currency in which the costs, expenses or Taxes are incurred.(e)
  
  Any amount expressed to be payable in a currency other than Dollars
  shall be paid in that other currency.23.6
  
  Change of
  currency(a)
  
  Unless otherwise prohibited by law, if more than one currency or
  currency unit are at the same time recognised by the central bank of any
  country as the lawful currency of that country, then:(b)
  
  any reference in the Finance Documents to, and any obligations
  arising under the Finance Documents in, the currency of that country shall be
  translated into, or paid in, the currency or currency unit of that country
  designated by the Lender (after consultation with the Borrower); and(i)
  any translation from one currency or currency unit to another shall
  be at the official rate of exchange recognised by the central bank for the
  conversion of that currency or currency unit into the other, rounded up or
  down by the Lender (acting reasonably).(c)
  
  If a change in any currency of a country occurs, this Agreement will,
  to the extent the Lender (acting reasonably and after consultation with the
  Borrower) specifies to be necessary, be amended to comply with any generally
  accepted  52


conventions and market practice in the London interbank market and
  otherwise to reflect the change in currency.24
  
  SET-OFFA Finance Party may set off any matured obligation due from the
  Borrower under the Finance Documents (to the extent beneficially owned by
  that Finance Party) against any matured obligation owed by that Finance Party
  to the Borrower, regardless of the place of payment, booking branch or
  currency of either obligation. If the obligations are in different
  currencies, the Finance Party may convert either obligation at a market rate
  of exchange in its usual course of business for the purpose of the set-off.25
  
  NOTICES25.1
  
  Communications
  in writingAny communication to be made under or in connection with the Finance
  Documents shall be made in writing and, unless otherwise stated, may be made
  by fax or letter.25.2
  
  AddressesThe address and fax number (and the department or officer, if any,
  for whose attention the communication is to be made) of each Party for any
  communication or document to be made or delivered under or in connection with
  the Finance Documents is:(a)
  
  in the case of the Borrower, that identified with its name below;(b)
  
  in the case of the Lender, that identified with its name below,or any substitute address, fax number or department or officer as the
  Party may notify to the Lender (or the Lender may notify to the other
  Parties, if a change is made by the Lender) by not less than five Business
  Days notice.25.3
  
  Delivery(a)
  
  Any communication or document made or delivered by one person to
  another under or in connection with the Finance Documents will only be
  effective:(b)
  
  if by way of fax, when received in legible form; or(i)
  if by way of letter, when it has been left at the relevant address or
  five Business Days after being deposited in the post postage prepaid in an
  envelope addressed to it at that address,  53


and, if a particular department or officer is specified as part of
  its address details provided under Clause 25.2 (Addresses), if addressed to that department or officer.(c)
  
  Any communication or document to be made or delivered to the Lender
  will be effective only when actually received by the Lender and then only if
  it is expressly marked for the attention of the department or officer
  identified with its signature below (or any substitute department or officer
  as it shall specify for this purpose).25.4
  
  English
  language(a)
  
  Any notice given under or in connection with any Finance Document
  must be in English.(b)
  
  All other documents provided under or in connection with any Finance
  Document must be:(c)
  
  in English; or(i)
  if not in English, and if so required by the Lender, accompanied by a
  certified English translation and, in this case, the English translation will
  prevail unless the document is a constitutional, statutory or other official
  document.26
  
  CALCULATIONS
  AND CERTIFICATES26.1
  
  AccountsIn any litigation or arbitration proceedings arising out of or in
  connection with a Finance Document, the entries made in the accounts
  maintained by a Finance Party are prima facie evidence of the matters to
  which they relate.26.2
  
  Certificates
  and DeterminationsAny certification or determination by a Finance Party of a rate or
  amount under any Finance Document is, in the absence of manifest error,
  conclusive evidence of the matters to which it relates.26.3
  
  Day count
  conventionAny interest, commission or fee accruing under a Finance Document
  will accrue from day to day and is calculated on the basis of the actual
  number of days elapsed and a year of 360 days or, in any case where the
  practice in the London interbank market differs, in accordance with that
  market practice.  54


27
  
  PARTIAL
  INVALIDITYIf, at any time, any provision of the Finance Documents is or becomes
  illegal, invalid or unenforceable in any respect under any law of any
  jurisdiction, neither the legality, validity or enforceability of the
  remaining provisions nor the legality, validity or enforceability of such
  provision under the law of any other jurisdiction will in any way be affected
  or impaired.28
  
  REMEDIES AND
  WAIVERSNo failure to exercise, nor any delay in exercising, on the part of
  any Finance Party or the Borrower, any right or remedy under the Finance
  Documents shall operate as a waiver, nor shall any single or partial exercise
  of any right or remedy prevent any further or other exercise or the exercise
  of any other right or remedy. The rights and remedies provided in this
  Agreement are cumulative and not exclusive of any rights or remedies provided
  by law..29
  
  COUNTERPARTSEach Finance Document may be executed in any number of counterparts,
  and this has the same effect as if the signatures on the counterparts were on
  a single copy of the Finance Document.  55


SECTION 10
GOVERNING LAW AND ENFORCEMENT  30
  
  GOVERNING LAWThis Agreement is governed by Swedish law.31
  
  ARBITRATION31.1
  
  ArbitrationAny dispute arising out of or
  in connection with this Agreement (including a dispute regarding the
  existence, validity or termination of this Agreement) (a Dispute) shall be referred to and finally resolved by
  arbitration under the Arbitration Rules (the Rules) of the Arbitration Institute of the Stockholm
  Chamber of Commerce (SCC Institute).31.2
  
  Procedure for
  arbitrationAny dispute, controversy or
  claim arising out of or in connection with this contract, or the breach,
  termination or invalidity thereof, shall be finally settled by arbitration in
  accordance with the Arbitration Rules of the Arbitration Institute of
  the Stockholm Chamber of Commerce.The parties are advised to
  make the following additions to the arbitration clause, as required:The arbitral tribunal shall be
  composed of three (3) arbitratorsThe seat of arbitration
  shall be Stockholm.The language to be used in the
  arbitral proceedings shall be English.31.3
  
  Waiver of
  immunityThe Borrower irrevocably agrees that, should any party take any
  proceedings anywhere (whether for an injunction, specific performance,
  damages or otherwise), no immunity (to the extent that it may at any time
  exist, whether on the grounds of sovereignty or otherwise) from those
  proceedings, from attachment (whether in aid of execution, before judgment or
  otherwise) of its assets or from execution of judgment shall be claimed by it
  or on behalf of it or with respect to its assets, any such immunity being
  irrevocably waived. The  56


Borrower irrevocably agrees that it and its assets are, and shall be,
  subject to such proceedings, attachment or execution in respect of its
  obligations under the Finance Documents.  This Agreement has been entered into on the date
stated at the beginning of this Agreement.  The
Borrower MOBILE
TELESYSTEMS OPEN JOINT STOCK COMPANY Address:4 Marksistskaya Street, 109147 Moscow, Russian Federation Fax No:+7 495 911 6531 Attention:Mikhail V. Shamolin President and CEO  By:Name:
  Vsevolod V. RosanovTitle:
  Vice-President and CFOBy:Name:
  Irina R. BorisenkovaTitle:
  Chief Accountant  The Lender Skandinaviska Enskilda Banken AB (publ) Address:Kungsträdgårdsgatan 8 106 40 Stockholm, Sweden Fax No:+46 8 763 8919  ByAnders Falkman
  
  Göran FranssonHead of Export & Project Finance
  
  Legal Counsel  57


SCHEDULE
1INITIAL CONDITIONS PRECEDENT  1.
  
  The Borrower(a)
  Certified copy of
  all corporate or management resolutions necessary to authorise the Borrower
  to execute and perform the Finance Documents to which it is a party and any
  documents referred to therein and the transactions contemplated thereunder
  (including but not limited to any major transaction approvals or interested
  party transaction approvals, if applicable).(b)
  Evidence of the
  authority of the relevant signatories of the Borrower to execute each Finance
  Document to which it is a party and any documents referred to therein and the
  transactions contemplated thereunder.(c)
  A certified copy of
  the most recent balance sheet of the Borrower by reference to the date of
  each Finance Document.(d)
  A certificate
  executed on behalf of the Borrower:(i)
  certifying the
  sample signature and office of each person that signed the relevant Finance
  Document and any documents referred to therein and the transactions contemplated
  thereunder on behalf of the Borrower and certifying that such signatories
  hold the positions in which capacity they executed such documents;(ii)
  certifying that each
  copy document relating to it specified in this Schedule 1is correct, complete
  and in full force and effect as at a date no earlier than the date of this
  Agreement;(iii)
  the Borrower,
  confirming that borrowing the Total Commitments would not cause any borrowing
  or similar limit binding on the Borrower to be exceeded; and2.
  
  Finance DocumentsThe Lender has
  received each of the following documents in form and substance satisfactory
  to it:(a)
  this Agreement; and(b)
  Offer from EKN to
  issue a State Export Credit Guarantee in respect of loss on claim,  58


in each case, duly
  executed by the parties thereto.3.
  
  Legal opinionsA legal opinion of
  law firm Mannheimer Swartling Advokatbyrå AB, Moscow legal advisers to the
  Lender in the Russian Federation, substantially in the form distributed to
  them prior to signing this Agreement.4.
  
  Other documents and evidence(a)
  A certified copy of
  any other Authorisation or other document, opinion or assurance which the
  Lender acting on the advice of Russian law counsel considers to be necessary
  or desirable (if it has notified the Borrower accordingly) in connection with
  the entry into and performance of the transactions contemplated by any
  Finance Document or for the validity and enforceability of any Finance
  Document, including certified copies of all necessary approvals and consents
  from the Central Bank, as the case may be.(b)
  The Original
  Financial Statements of the Borrower.(c)
  Evidence that the
  fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and expenses) have been paid or
  will be paid by the first Utilisation Date in respect of the Tranches.(d)
  The original of the
  EKN Final Guarantee in terms satisfactory to the Lender which shall be in
  full force and effect and all conditions to the effectiveness thereof shall
  have been satisfied.(e)
  A certified copy of
  the Frame Supply Contract, duly executed by the Borrower and the Supplier and
  a certified copy of the relevant Purchase Orders evidencing (to the
  satisfaction of the Lender) that the Borrower is required to purchase
  equipment in accordance with the Frame Supply Contract and such Purchase
  Orders in an aggregate amount of USD 320,000,000.(f)
  In respect of the
  Frame Supply Contract and the Purchase Orders, a statement from the Supplier
  that it has not engaged in any bribery or other corrupt activity as may be
  required by EKN.(g)
  A certified copy of
  the Business Plan and budget approved by the board of directors of the
  Borrower evidencing that the entering into of the Facility is within limits
  set out by such budget and Business Plan.  59


(h)
  A copy of any other
  Authorisation or other document, opinion or assurance which the Lender
  considers to be necessary or desirable in connection with the entry into and
  performance of the transactions contemplated by any Finance Document or for
  the validity and enforceability of any Finance Document.(i)
  Satisfactory
  completion of know-your-customer due diligence.  60


SCHEDULE
2  REQUESTS  Part 1  EKN PREMIUM TRANCHE UTILISATION
REQUEST  From:OJSC
Mobile Telesystems, Moscow  To:Skandinaviska Enskilda Banken AB (publ)  Dated:[                   ]  Dear Sirs  OJSC Mobile Telesystems, Moscow (the Borrower) 
Export Credit Agreement dated [
          ] 2008 (the Facility
Agreement)  1.We refer to the
Facility Agreement. This is a EKN Premium Tranche Utilisation Request. Terms
defined in the Facility Agreement shall have the same meaning in this EKN
Premium Tranche Utilisation Request unless given a different meaning in this
EKN Premium Tranche Utilisation Request.  2.We request a Utilisation
in dollars under the Facility Agreement on the following terms:  Tranche:
  
  EKN Premium Tranche No.Proposed Utilisation Date:
  
  [                  ] (or, if
  that is not a Business Day, the next Business Day)Tranche amount:
  
  US$ [                  ] or, if less, the Available
  Facility in respect of the EKN Premium Facility.  3.We confirm that each
condition specified in Clause 4.1 (Initial
conditions precedent) and Clause 4.2 (Further conditions precedent) is satisfied on the date of
this Utilisation Request.  4.The proceeds of this
Tranche should be credited to the following account with the Tranche [account details to be inserted].  5.This Utilisation
Request is irrevocable.  6.We confirm that:  61


(a)the amount referred to
in paragraph 2 above does not include any amount for which a drawing has been
made under the Facility Agreement or any other loan facility agreement;  (b)the requested Tranche
complies with Clause 3. (Purpose)
of the Facility Agreement;  (c)the amount referred to
in paragraph 2 above does not include any amount in respect of any matter
currently the subject of any legal proceedings, nor to the best of our
knowledge and belief will it become the subject of legal proceedings;  (d)the Frame Supply
Contract is in full force and effect and there is no default under such
contract;  (e)the Repeating
Representations are true in all material respects; and  (f)you may rely on the
accuracy and completeness of all information and documents contained in or
supplied with this certificate or delivered pursuant hereto.  7.We undertake to supply
you with such additional information and documentation, and such clarification,
as you advise us is necessary or reasonably desirable in connection with the
EKN Final Guarantee and we agree we will not hold you responsible for any delay
in meeting this request for a Tranche occasioned by you making such request for
information.  Yours faithfully   authorised signatory for
OJSC MobileTelesystems, Moscow [signature of Chief Accountant is recognized]  62


Part 2 EQUIPMENT TRANCHE UTILISATION
REQUEST  From:OJSC
MobileTelesystems, Moscow  To:Skandinaviska Enskilda Banken AB (publ)  Dated:[                   ]  Dear Sirs  OJSC MobileTelesystems, Moscow (the Borrower) 
Export Credit Agreement dated
[             ]
2008 (the Facility Agreement)  1.We refer to the
Facility Agreement. This is an Equipment Tranche Utilisation Request. Terms defined
in the Facility Agreement shall have the same meaning in this Equipment Tranche
Utilisation Request unless given a different meaning in this Equipment Tranche
Utilisation Request.  2.We request a
Utilisation in dollars  under the
Facility Agreement on the following terms:  Tranche:
  
  Equipment Tranche No.Proposed Utilisation Date:
  
  [            ] (or, if that is
  not a Business Day, the next Business Day)Tranche Amount:
  
  [            ] or, if less, the
  Available Facility in respect of the Equipment Facility  3.The amount in
paragraph 2 represents 85% or less of the amount of Eligible Goods paid by us
to the Supplier pursuant to the Frame Supply Contract and Purchase Order no.
[  ] and eligible for financing under the
Facility Agreement.  4.We confirm that this
is a request for reimbursement and that we have already paid 100% of the amount
due in respect of the amount of Eligible Goods paid to the Supplier pursuant to
the Frame Supply Contract and Purchase Order no. [  ].  5.We confirm that each
condition specified in Clause 4.1 (Initial
conditions precedent) and Clause 4.2 (Further conditions precedent) is satisfied on the date of
this Utilisation Request.  63


6.The proceeds of this
Tranche should be credited to the following account with the Tranche [account details to be inserted]  7.This Utilisation
Request is irrevocable.  8.We also include true
copies of the following documents:  (a)a summary of paid
invoices as certified pursuant to a certificate from the Supplier; and  (b)a declaration of the
origin of the equipment related to the Frame Supply Contract.  9.We confirm that:  (a)on [                   ] we made a payment to the
Supplier in the amount of USD [     ] which was due under
the Frame Supply Contract and Purchase Order no. [  ] in respect of Eligible Goods supplied by
the Supplier;  (b)the requested Tranche
complies with Clause 3 (Purpose)
of the Facility Agreement;  (c)the Frame Supply
Contract and Purchase Order no. [  ] are
in full force and effect and there is no default under any of them;  (d)the amount referred to
in paragraph 2 above does not include any amount in respect of any matter
currently the subject of any legal proceedings, nor to the best of our
knowledge and belief will it become the subject of legal proceedings;  (e)the amount referred to
in paragraph 2 above does not include any amount for which a Tranche has
previously been made under the Facility Agreement or for which a drawing has
been made under any other loan facility agreement ;  (f)all documents supplied
by us in support of this certificate are true copies of the originals and are
in all material respects in conformity with the Frame Supply Contract and
Purchase Order no. [  ];  (g)the Repeating
Representations are true in all material respects; and  (h)you may rely on the
accuracy and completeness of all information and documents contained in or
supplied with this certificate or delivered pursuant hereto.  10.We enclose an original
Suppliers Certificate.  64


11.We undertake to supply
you with such additional information and documentation, and such clarification,
as you advise us is necessary or reasonably desirable in connection with the
EKN Final Guarantee and we agree we will not hold you responsible for any delay
in meeting this request for a Tranche occasioned by you making such request for
information.  Yours faithfully   authorised signatory for
OJSC MobileTelesystems, Moscow [signature of Chief Accountant is required]  65


Part 3 SUPPLIERS CERTIFICATE  From:the
Supplier  To:OJSC MobileTelesystems, Moscow  cc:Skandinaviska Enskilda Banken AB (publ)  Dated:[                   ]  Dear Sirs  OJSC MobileTelesystems, Moscow (the Borrower) 
Export Credit Agreement dated [
         ] 2008 (the Facility
Agreement)  We refer to the Facility Agreement and the Equipment Tranche
Utilisation Request dated
[          ], which has been
made available to us. We understand that the Borrower has requested a drawing
of a Tranche under the Facility Agreement to reimburse a payment made in
respect [insert details of relevant
Equipment Tranche Utilisation Request], and we give this certificate
in connection with the Borrowers requested drawing. Terms defined in the
Facility Agreement have the same meaning in this Suppliers Certificate.  We represent and warrant that:  (a)the Borrower has to
date fulfilled all of its payment obligations assumed towards us under the
Frame Supply Contract and Purchase Order no. [ 
] in respect of Eligible Goods;  (b)the amount claimed by
the Borrower for reimbursement pursuant to the Equipment Tranche Utilisation
Request dated [                   ] to
which this certificate relates does not include any amount for which we have
received a disbursement under the Facility or for which the Borrower has
previously received a reimbursement under any document of which we have notice;  (c)the Borrower has fully
paid 100 per cent. of the amount of the relevant invoice(s) in respect of
the Eligible Goods which relate to the Equipment Tranche Utilisation Request.  By:   Authorised Signatory  66