**Exhibit4.13**

 
| EXECUTION  COPY |   | Operation Number 36894/35648 |
|-----------------|--------|------------------------------|

 

 

AMENDMENT AND RESTATEMENT AGREEMENT

 

dated 17 May 2006

 

 

between

 

**MOBILE TELESYSTEMS OPEN JOINTSTOCK COMPANY**

 

asBorrower

 

and

 

**EUROPEAN BANK FORRECONSTRUCTION AND DEVELOPMENT**

 

as Lender

 

 

relating to a Facility Agreement originally dated 8 December 2004

 

 

PaveletskayaSq., 2, bld. 2Moscow 115054

 

Telephone(7-495) 797 9797Facsimile (7-495) 797 9798Ref MIYB/TP

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**Table of Contents**

 
| 1                                              |   | DEFINITIONS AND  INTERPRETATION |   | 1      |
|------------------------------------------------|--------|---------------------------------|--------|--------|
|                                           |   |                            |   |   |
| 2                                              |   | CONDITIONS PRECEDENT            |   | 2      |
|                                           |   |                            |   |   |
| 3                                              |   | REPRESENTATIONS                 |   | 2      |
|                                           |   |                            |   |   |
| 4                                              |   | AMENDMENT AND NOTIFICATION      |   | 2      |
|                                           |   |                            |   |   |
| 5                                              |   | FEES                            |   | 2      |
|                                           |   |                            |   |   |
| 6                                              |   | MISCELLANEOUS                   |   | 3      |
|                                           |   |                            |   |   |
| 7                                              |   | GOVERNING LAW                   |   | 3      |
|                                           |   |                            |   |   |
| 8                                              |   | ARBITRATION AND  JURISDICTION   |   | 3      |
|                                           |   |                            |   |   |
| 9                                              |   | IMMUNITIES                      |   | 4      |
|                                           |   |                            |   |   |
| Schedule 1 Conditions  Precedent               |   | 7                               |
|                                           |   |                            |
| Schedule 2 Form of Amended  Facility Agreement |   | 9                               |

 

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THISAGREEMENT is dated     May 2006 and madebetween:

 

**(1)****          ****MOBILE TELESYSTEMS OPEN JOINT STOCK COMPANY** as borrower (the “**Borrower**”); and

 

**(2)****          ****EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT** as lender(the “**Lender**” or “**EBRD**”).

 

RECITALS:

 

(A)       Pursuant to a facility agreement dated 8 December 2004between the Borrower and the Lender the Lender agreed to make available to theBorrower a loan facility in an aggregate principal amount of up toUS$150,000,000 (the “**Original FacilityAgreement**”).

 

(B)       Pursuant to the terms of the Original FacilityAgreement, the Borrower has drawn down US$150,000,000, and has subsequentlyrepaid to the Lender the aggregate principal amount of US$11,538,461. Theaggregate principal amount of US$138,461,539 remains outstanding as of the dateof this Agreement.

 

(C)       The Borrower wishes (i) to borrow an additionalUS$111,538,461 from the Lender, (ii) to defer the next repayment of theprincipal amount of the Loans until 15 June 2007 and (iii) to extend the finalmaturity date of the Loans until 15 June 2014, and the Lender is willing toprovide a commitment with respect to such additional amount and to defer thenext repayment of the principal amount of the Loans and extend the finalmaturity date as requested, subject to the terms and conditions of thisAgreement.

 

(D)       Accordingly, theParties have now agreed to amend the Original Facility Agreement in accordancewith Clause 31 (*Amendments and Waivers*)of the Original Facility Agreement to provide for the foregoing on the termsand conditions of this Agreement.

 

ITIS AGREED as follows:

 

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

 

**1.1****        ****Definitions**

 

Inthis Agreement:

 

“**Amended Facility Agreement**” means theOriginal Facility Agreement, as amended and restated in the form set out inSchedule 2 (*Form of Amended FacilityAgreement*).

 

“**Relevant Date**” means the date of thenotification by the Lender under Clause 2 (*ConditionsPrecedent*).

 

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

 

(a)          Unless a contrary indication appears, a termdefined in the Amended Facility Agreement has the same meaning in this Agreement.

 

(b)          The principles of construction set out inClause 1.2 (*Construction*) of theOriginal Facility Agreement shall have effect as if set out in this Agreement.

 

**1.3****        ****Clauses**

 

Inthis Agreement any reference to a “Clause” or a “Schedule” is, unless thecontext otherwise requires, a reference to a Clause of or a Schedule to thisAgreement.

 

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

 

Aperson who is not a party to this Agreement has no right under the Contracts(Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of anyterm of this Agreement.

 

**1.5****        ****Designation**

 

Inaccordance with the Original Facility Agreement, each of the Borrower and theLender designates this Agreement as a Finance Document.

 

**2****         ****CONDITIONS PRECEDENT**

 

Theprovisions of Clause 4.1 (*Amendments*)shall be effective on the date of this Agreement. The Borrower may not deliverthe first Utilisation Request following the date of this Agreement unless theLender has received all of the documents and other evidence listed in Schedule1 (*Conditions Precedent*) in formand substance satisfactory to the Lender. Such documents and other evidencemust be received no later than 31 May 2006 (or any later date agreed by theLender). The Lender shall notify the Borrower promptly (within one BusinessDay) upon being so satisfied.

 

**3****         ****REPRESENTATIONS**

 

TheBorrower makes the Repeating Representations, and the representations andwarranties in Clauses 17.8 (*Deduction of Tax*)and paragraph (c) of Clause 17.13 (*FinancialStatements*) of the Amended Facility Agreement, by reference to thefacts and circumstances then existing:

 

(a)          on the date of this Agreement; and

 

(b)          on the Relevant Date.

 

**4****         ****AMENDMENT AND NOTIFICATION**

 

**4.1****        ****Amendments**

 

Witheffect from the date of this Agreement the Original Facility Agreement shall beamended and restated in the form set out in Schedule 2 (*Form of Amended Facility Agreement*).

 

**4.2****        ****Continuing obligations**

 

Theprovisions of the Original Facility Agreement and the other Finance Documentsshall, save as amended by this Agreement, continue in full force and effect.

 

**5****         ****FEES**

 

**5.1****        ****Commitment fee**

 

(a)          The Borrower shall pay to the Lender acommitment fee in respect of the Facility, calculated on a daily basis at therate of 0.50 per cent. per annum of the Available Commitment for theAvailability Period.

 

(b)          The commitment fee will accrue from the date ofthis Agreement and is payable, irrespective of whether or not the Relevant Dateoccurs, in arrears on the last day of each Interest Period which ends duringthe Availability Period, on the last day of the

 

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AvailabilityPeriod and, if the Commitment is cancelled in full, on the cancelled amount ofthe Available Commitment at the time the cancellation is effective.

 

**5.2****        ****Front-end commission**

 

TheBorrower shall pay to the Lender a front-end commission in the amount of$1,600,000 (being the aggregate of (i) 0.35 per cent. of the OriginalCommitment and (ii) 1 per cent. of the Available Commitment). Such front-endcommission shall be due and payable on the earlier of (i) the first UtilisationDate following the date of this Agreement and (ii) the date falling 15 daysafter the date of this Agreement.

 

**6****         ****MISCELLANEOUS**

 

**6.1****        ****Incorporation of terms**

 

Theprovisions of Clause 27 (*Notices*)of the Original Facility Agreement shall be incorporated into this Agreement asif set out in full in this Agreement and as if references in those clauses to “thisAgreement” are references to this Agreement.

 

**6.2****        ****Counterparts**

 

ThisAgreement may be executed in any number of counterparts, and this has the sameeffect as if the signatures on the counterparts were on a single copy of thisAgreement.

** **

**7****         ****GOVERNING LAW**

 

ThisAgreement is governed by English law.

 

**8****         ****ARBITRATION AND JURISDICTION**

 

**8.1****        ****Arbitration**

 

Anydispute, controversy or claim arising out of or relating to this Agreement, orthe breach, termination or invalidity hereof, shall be settled by arbitrationin accordance with the UNCITRAL Arbitration Rules as in force on the date ofthis Agreement. There shall be one arbitrator and the appointing authorityshall be the London Court of International Arbitration. The seat and place ofarbitration shall be London, England and the English language shall be usedthroughout the arbitral proceedings. The parties hereby waive any rights underthe Arbitration Act 1996 or otherwise to appeal any arbitration award to, or toseek determination of a preliminary point of law by, the courts of England. Thearbitral tribunal shall not be authorised to take or provide, and the Borroweragrees that it shall not seek from any judicial authority, any interim measuresof protection or pre-award relief against EBRD, any provisions of the UNCITRALArbitration Rules notwithstanding. The arbitral tribunal shall have authorityto consider and include in any proceeding, decision or award any furtherdispute properly brought before it by EBRD (but no other party) insofar as suchdispute arises out of any Finance Document, but, subject to the foregoing, noother parties or other disputes shall be included in, or consolidated with, thearbitral proceedings. In any arbitral proceeding, the certificate of EBRD as toany amount due to it under any Finance Document shall, in the absence ofmanifest error, be prima facie evidence of such amount.

 

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**8.2****        ****Recourse to Courts**

 

NotwithstandingClause 8.1 above, this Agreement and any other Finance Document, and any rightsof EBRD arising out of or relating to this Agreement or any other FinanceDocument, may, at the option of EBRD, be enforced by EBRD in the courts ofEngland or in any other courts having jurisdiction. For the benefit of EBRD,the Borrower hereby irrevocably submits to the non-exclusive jurisdiction ofthe courts of England with respect to any dispute, controversy or claim arisingout of or relating to this Agreement or any other Finance Document, or thebreach, termination or invalidity hereof or thereof. The Borrower herebyirrevocably designates, appoints and empowers Law Debenture Corporate ServicesLimited at its registered office (being, on the date hereof, at 5thfloor, 100 Wood Street, London EC2V 1EX, England) to act as its authorisedagent to receive service of process and any other legal summons in England forpurposes of any legal action or proceeding brought by EBRD in respect of any FinanceDocument. The Borrower hereby irrevocably consents to the service of process orany other legal summons out of such courts by mailing copies thereof byregistered airmail postage prepaid to its address specified herein. TheBorrower covenants and agrees that, so long as it has any obligations underthis Agreement, it shall maintain a duly appointed agent to receive service ofprocess and any other legal summons in England for purposes of any legal actionor proceeding brought by EBRD in respect of any Finance Document and shall keepthe Lender advised of the identity and location of such agent. Nothing hereinshall affect the right of EBRD to commence legal actions or proceedings againstthe Borrower in any manner authorised by the laws of any relevant jurisdiction.The commencement by EBRD of legal actions or proceedings in one or morejurisdictions shall not preclude EBRD from commencing legal actions orproceedings in any other jurisdiction, whether concurrently or not. TheBorrower irrevocably waives any objection it may now or hereafter have on anygrounds whatsoever to the laying of venue of any legal action or proceeding andany claim it may now or hereafter have that any such legal action or proceedinghas been brought in an inconvenient forum.

 

**9****         ****IMMUNITIES**

 

**9.1****        ****Privileges and Immunities of EBRD**

 

Nothingin this Agreement shall be construed as a waiver, renunciation or othermodification of any immunities, privileges or exemptions of EBRD accorded underthe Agreement Establishing the European Bank for Reconstruction andDevelopment, international convention or any applicable law.

 

**9.2****        ****Waiver of immunity**

 

TheBorrower irrevocably agrees that, should any party take any proceedingsanywhere (whether for an injunction, specific performance, damages orotherwise), no immunity (to the extent that it may at any time exist, whetheron the grounds of sovereignty or otherwise) from those proceedings, fromattachment (whether in aid of execution, before judgment or otherwise) of itsassets or from execution of judgment shall be claimed by it or on behalf of itor with respect to its assets, any such immunity being irrevocably waived. TheBorrower irrevocably agrees that it and its

assetsare, and shall be, subject to such proceedings, attachment or execution inrespect of its obligations under the Finance Documents.

 

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**This Agreement has been entered into on the date stated atthe beginning of this Agreement.**

 

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**The Borrower**

 

**Mobile TeleSystems Open Joint Stock Company**

 
| Address:   |   | Ul.  Vorontsovskaya 5, Bld. 2 |
|------------|--------|-------------------------------|
|       |   | 109147  Moscow                |
|       |   | Russian  Federation           |
|       |   |                          |
| Fax  No:   |   | +7  095 911 6531              |
|       |   |                          |
| Attention: |   | Marina  V. Zabolotneva        |
|       |   | Treasury  Director            |

 

 
| By:    |   |   |              | By: |   |   |
|--------|--------|--------|-------------------|-----|--------|--------|
|   |   |   |
| Name:  |   | Name:  |
|   |   |   |
| Title: |   | Title: | Chief  Accountant |

 

 

**The Lender**

 

**European Bank for Reconstruction and Development**

 

 
| Address:   |   | One Exchange Square           |
|------------|--------|-------------------------------|
|       |   | London EC2A 2JN               |
|       |   | United Kingdom                |
|       |   |                          |
| Fax No:    |   | +44 20 7338 6100              |
|       |   |                          |
| Attention: |   | Operation Administration Unit |
|       |   |                          |
|       |   |                          |
| By:        |   |                          |
|       |   |                          |
| Name:      |   |                          |
|       |   |                          |
| Title:     |   |                          |
|            |        |                               |  |  |  |  |

 

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**Schedule 1Conditions Precedent**

 

**1****            ****Finance Documents**

 

Anexecuted original of this Agreement.

 

**2****            ****The Borrower**

 

(a)          Notarised copies ofthe Borrower’s duly registered constitutional documents (including anyamendments thereto), certificates of registration thereof and the Borrower’sregistration certificate(s) issued by the competent registration authority.

 

(b)          Certified copies ofall corporate resolutions necessary to authorise the Borrower to execute andperform the Finance Documents and any documents referred to therein and thetransactions contemplated thereunder (including but not limited to any majortransaction approvals or interested party transaction approvals, ifapplicable).

 

(c)          Evidence of theauthority of the relevant signatories of the Borrower (including, but notlimited to, its Chief Accountant) to execute each Finance Document to which itis a party and any documents referred to therein and the transactionscontemplated thereunder.

 

(d)          An originalcertificate executed on behalf of the Borrower:

 

(i)           certifyingthe sample signature and office of each person that signed the relevant FinanceDocument and any documents referred to therein and the transactionscontemplated thereunder on behalf of the Borrower and certifying that suchsignatories hold the positions in which capacity they executed such documents;and

 

(ii)          certifyingthat each copy document relating to it specified in this Schedule 1 is correct,complete and in full force and effect as at a date no earlier than the date ofthis Agreement.

 

**3****            ****Legal opinions**

 

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

 

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

 

(c)          A legal opinionissued by the in-house legal counsel of the Borrower.

 

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

 

(a)          Evidence that theprocess agent referred to in Clause 8.2 (*Recourseto Courts*) has accepted its appointment.

 

(b)          A copy of any otherAuthorisation or other document, opinion or assurance which the Lenderconsiders to be necessary or desirable (if it has notified the Borroweraccordingly) in connection with the entry into and performance of thetransactions contemplated by any Finance Document or for the validity andenforceability of any Finance Document.

 

(c)          The unauditedconsolidated financial statements of the Group for the financial year ended 31December 2005.

 

(d)          Certified copy of thebalance sheet, prepared under RAS, as of the latest reporting date (byreference to the date of each Finance Document and the date of each corporateresolution referred to in paragraph 2(b) above) for the Borrower).

 

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(e)          Evidence that thefees, costs and expenses then due from the Borrower pursuant to this Agreementand Clause 16 (*Costs and expenses*)of the Amended Facility Agreement have been paid or will be paid by the firstUtilisation Date following the date of this Agreement.

 

(f)           A copy of the *deal passport* of the Borrower (in the formestablished by Instruction No. 117-I of the Central Bank of the RussianFederation dated 15 June 2004 or other applicable currency laws andregulations, as the case may be) accepted and duly certified by a Russianauthorised bank and copies of all other documents submitted by the Borrower tothe Russian authorised bank in accordance with applicable Russian currencycontrol regulations, as the Lender may reasonably require (or writtenconfirmation from ING Bank (Eurasia) ZAO that all documents required to obtainsuch *deal passport*have been dulysubmitted to it by or on behalf of the Borrower).

 

(g)          Such other documentsor evidence which the Lender may reasonably require.

 

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**Schedule 2Form of Amended Facility Agreement**

 

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