**Exhibit4.3**

**EXECUTION VERSION**

Dated 6 February 2007

 

OPEN JOINT STOCK COMPANY WIMM-BILL-DANN FOODSas Borrower

and

UBS (LUXEMBOURG) S.A.as Lender

 

LOAN AGREEMENT

U.S.$150,000,000

Linklaters

One Silk Street

London EC2Y 8HQ

Telephone (44-20) 7456 2000

Facsimile (44-20) 7456 2222

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**Table of Contents**
| Contents                         | ** ** | **Page**                                            |
|----------------------------------|------------|-----------------------------------------------------|
| ** **                       | ** ** | ** **                                          | ** ** | ** ** |
| **1**                            | ** ** | **Definitions and  Interpretation**                 | ** ** | **1** |
| ** **                       | ** ** | ** **                                          | ** ** | ** ** |
| **2**                            | ** ** | **The Loan**                                        | ** ** | **10** |
| ** **                       | ** ** | ** **                                          | ** ** | ** ** |
| **3**                            | ** ** | **Availability of the  Loan**                       | ** ** | **10** |
| ** **                       | ** ** | ** **                                          | ** ** | ** ** |
| **4**                            | ** ** | **Interest Periods**                                | ** ** | **10** |
| ** **                       | ** ** | ** **                                          | ** ** | ** ** |
| **5**                            | ** ** | **Payment and  Calculation of Interest**            | ** ** | **10** |
| ** **                       | ** ** | ** **                                          | ** ** | ** ** |
| **6**                            | ** ** | **Repayment**                                       | ** ** | **11** |
| ** **                       | ** ** | ** **                                          | ** ** | ** ** |
| **7**                            | ** ** | **Prepayment**                                      | ** ** | **11** |
| ** **                       | ** ** | ** **                                          | ** ** | ** ** |
| **8**                            | ** ** | **Taxes**                                           | ** ** | **13** |
| ** **                       | ** ** | ** **                                          | ** ** | ** ** |
| **9**                            | ** ** | **Tax Receipts**                                    | ** ** | **17** |
| ** **                       | ** ** | ** **                                          | ** ** | ** ** |
| **10**                           | ** ** | **Changes in  Circumstances**                       | ** ** | **17** |
| ** **                       | ** ** | ** **                                          | ** ** | ** ** |
| **11**                           | ** ** | **Representations and  Warranties of the Borrower** | ** ** | **19** |
| ** **                       | ** ** | ** **                                          | ** ** | ** ** |
| **12**                           | ** ** | **Representations and  Warranties of the Lender**   | ** ** | **24** |
| ** **                       | ** ** | ** **                                          | ** ** | ** ** |
| **13**                           | ** ** | **Financial Information**                           | ** ** | **25** |
| ** **                       | ** ** | ** **                                          | ** ** | ** ** |
| **14**                           | ** ** | **Covenants**                                       | ** ** | **26** |
| ** **                       | ** ** | ** **                                          | ** ** | ** ** |
| **15**                           | ** ** | **Events of Default**                               | ** ** | **31** |
| ** **                       | ** ** | ** **                                          | ** ** | ** ** |
| **16**                           | ** ** | **Default Interest and  Indemnity**                 | ** ** | **34** |
| ** **                       | ** ** | ** **                                          | ** ** | ** ** |
| **17**                           | ** ** | **Amendments to Agreed  Funding Source Agreements** | ** ** | **35** |
| ** **                       | ** ** | ** **                                          | ** ** | ** ** |
| **18**                           | ** ** | **Currency of Account  and Payment**                | ** ** | **35** |
| ** **                       | ** ** | ** **                                          | ** ** | ** ** |
| **19**                           | ** ** | **Payments**                                        | ** ** | **36** |
| ** **                       | ** ** | ** **                                          | ** ** | ** ** |
| **20**                           | ** ** | **Costs and Expenses**                              | ** ** | **36** |
| ** **                       | ** ** | ** **                                          | ** ** | ** ** |
| **21**                           | ** ** | **Assignments and  Transfers**                      | ** ** | **37** |
| ** **                       | ** ** | ** **                                          | ** ** | ** ** |
| **22**                           | ** ** | **Calculations and  Evidence of Debt**              | ** ** | **39** |
| ** **                       | ** ** | ** **                                          | ** ** | ** ** |
| **23**                           | ** ** | **Remedies and Waivers,  Partial Invalidity**       | ** ** | **39** |
| ** **                       | ** ** | ** **                                          | ** ** | ** ** |
| **24**                           | ** ** | **Notices; Language**                               | ** ** | **39** |
| ** **                       | ** ** | ** **                                          | ** ** | ** ** |
| **25**                           | ** ** | **Law and Jurisdiction**                            | ** ** | **40** |
| ** **                       | ** ** | ** **                                          | ** ** | ** ** |
| **EXHIBIT A Form of  Guarantee** |       | **43**                                              |

 

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**ThisAgreement** isdated 6 February 2007 **between**:

**(1)****                             ****OPEN JOINT STOCKCOMPANY WIMM-BILL-DANN FOODS**, an open joint stock company organised under the laws of the RussianFederation****(the “**Borrower**”); and

**(2)****                             ****UBS (LUXEMBOURG) S.A.**,****abank established under the laws of Luxembourg and whose registered office is36-38 Grand-Rue, L-1660 Luxembourg, Luxembourg (the “**Lender**”).

**It is agreed**:

**1**                                      Definitions and Interpretation

**1.1**                            Definitions

In this Agreement the following terms have the meanings given to themin this Clause 1.1:

“**Acceleration Notice**”has the meaning set forth in Clause 15.2 (Rights of Lender upon occurrence ofan Event of Default);

“**Account**” means anaccount of the Lender with The Bank of New York, account number 1067768400;

“**Additional Amounts**” hasthe meaning set forth in Clause 8.1.2 (Additional Amounts);

“**Affiliate**” of anyspecified Person means any other Person, directly or indirectly controlling,controlled by, or under direct or indirect common control with, such specifiedPerson. For purposes of this definition, “control” (including, with correlativemeanings, the terms “**controlling,**” “**controlled by**” and “**under common control with**”),as applied to any Person, means the possession, directly or indirectly, of thepower to direct or cause the direction of the management and policies of suchPerson, whether through the ownership of voting securities, by contract orotherwise; provided that beneficial ownership of 10 per cent or more of theCapital Stock with voting power of a Person shall be deemed to be control;

“**Agency**” means anyagency, authority, central bank, department, committee, government,legislature, minister, ministry, official or public or statutory person(whether autonomous or not);

“**Asset Sale**” means anylease, sale, sale and lease-back, transfer or other disposition (excluding anytransaction by way of merger falling within Clause 14.6 (Mergers and SimilarTransactions)) either in one transaction or in a series of relatedtransactions, by the Borrower or any of its Subsidiaries to a Person that isnot part of the Group, of any assets the value of which exceeds 10 per cent ofthe total consolidated gross assets of the Group in any 12-month period;provided that “Asset Sale” shall not include sales or other dispositions ofinventory, receivables or other current assets in the ordinary course ofbusiness;

“**Board of Directors**”means, as to any Person, the board of directors of such Person or any dulyauthorised committee thereof;

“**Borrower**” means theparty named as such above until a successor replaces it in accordance withClause 14.6 (Mergers and Similar Transactions) and thereafter means suchsuccessor;

“**Business Day**” means anyday (other than a Saturday or Sunday) on which banks generally are open forbusiness in New York City, Luxembourg and London;

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“**Capital Adequacy Requirement**”means a request or requirement relating to the maintenance of capital,including one which makes any change to, or is based on any alteration in, theinterpretation of the International Convergence of Capital Measurement andCapital Standards (the Basle Capital Accord prepared by the Basle Committee onBanking Regulations and Supervision, dated July 1988, and amended in November1991) or which increases the amounts of capital required thereunder, other thana request or requirement made by way of implementation of the InternationalConvergence of Capital Measurement and Capital Standards in the manner in whichit is being implemented at the date hereof;

“**Capital Stock**” means,with respect to any Person, any and all shares, interests, participations orother equivalents (however designated, whether voting or non-voting) or suchPerson’s equity, including any preferred stock of such Person, whether nowoutstanding or issued after the date hereof, including without limitation, allseries and classes of such Capital Stock;

“**Change of Control**”means such time as any Person, other than an Excluded Person or Excluded Group,whether acting alone or together with other Persons, other than ExcludedPersons or Excluded Groups: (i) is or becomes interested, directly orindirectly, in the aggregate of more than 50 per cent of the Capital Stock withvoting power of the Borrower, whether by virtue of issuance, sale or otherdisposition of such Capital Stock with voting power of the Borrower, a mergeror a transaction having a similar effect involving the Borrower or such Personor Persons or any voting trust agreement or other agreement to which theBorrower or any such Person or Persons is or are a party or subject, or (ii)has or acquires the right to appoint or remove a majority of the Borrower’sboard of directors, or (iii) has or acquires control of a majority of thevoting rights in the Borrower, in each case in circumstances where, solely as aresult of any such event as specified by the Rating Agencies, a Rating Declinewould result;

“**Change of Control Payment Date**”means the date specified as such in the notice from the Borrower to the Lenderpursuant to Clause 7.3.2 (Prepayment in the event of a Change of Control*)*;

“**Change of Law**” meansany of the enactment or introduction of any new law, the variation, amendmentor repeal of an existing or new law, and any ruling on or interpretation orapplication by a competent authority of any existing or new law which, in eachcase, occurs after the date hereof and for this purpose the word “law” means all or any of the followingwhether in existence at the date hereof or introduced hereafter and with whichit is obligatory or customary for banks or other financial institutions or, asthe case may be, companies in the relevant jurisdiction to comply:

(a)           any statute, treaty, order, decree, instruction, letter, directive,instrument, regulation, ordinance or similar legislative or executive action byany national or international or local government or authority or by anyministry or department thereof and other agencies of state power andadministration (including, but not limited to, taxation departments andauthorities); and/or

(b)          any letter, regulation, decree, instruction, request, notice,guideline, directive, statement of policy or practice statement given by, orrequired of, any central bank or other monetary authority, or by or of anyTaxing Authority or fiscal or other authority or agency (whether or not havingthe force of law),

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the decision or ruling on, the interpretation or application of, or achange in the interpretation or application of, any of the foregoing by anycourt of law, tribunal, central bank, monetary authority or agency or anyTaxing Authority or fiscal or other competent authority or agency;

“**Closing Date**” means 8 February2007;

“**Consolidated****EBITDA**” means operating profit or operating loss before depreciation andamortisation as calculated in accordance with the consolidated financialstatements of the Borrower prepared in accordance with U.S. GAAP. ConsolidatedEBITDA shall be calculated for the four quarters immediately prior to the lastreporting date and, in the case of an acquisition of any Subsidiary or anytransaction by way of merger falling within Clause 14.6 (Mergers and SimilarTransactions), Consolidated EBITDA shall be calculated as if such Subsidiarywere acquired or such transaction by way of merger were completed on the firstdate of such four quarter period;

“**Credit Facilities**”means one or more credit agreements, loan agreements or similar facilities withbanks or other institutional lenders, providing for revolving credit loans,term loans (including receivables financing (including through the sale ofreceivables to such lenders or to special purpose entities formed to borrowfrom such lenders against such receivables)), bankers’ acceptances or lettersof credit, in each case, as amended, restated, modified, renewed, refunded,replaced or refinanced in whole or in part from time to time;

“**Default**” means anyevent that is, or after any notice or passage of time or both would be, anEvent of Default;

“**Dispute**” has themeaning set forth in Clause 25.7 (Arbitration);

“**Event of Default**” hasthe meaning set forth in Clause 15.1 (Circumstances which constitute Events ofDefault);

“**Excluded Group**” means a“group” (as such term is used in Sections 13(d) and 14(d) of the United StatesSecurities Exchange Act of 1934 (the “**Exchange Act**”))that includes one or more Excluded Persons; provided that the voting power ofthe Capital Stock of the Borrower “beneficially owned” (as such term is used inRule 13(d)-3 promulgated under the Exchange Act) by such Excluded Persons(without attribution to such excluded Persons of the ownership by other memberor members of the “group”)represents a majority of the voting power of the Capital Stock “beneficiallyowned” (as such term is used in Rule 13(d)-3 promulgated under theExchange Act) by such group;

“**Excluded Person**” meansGavril A. Yushavaev, Mikhail V. Dubinin, Sergei A. Plastinin, Alexander S.Orlov and David Iakobachvili;

“**Fair Market Value**”means the price that would be paid in an arm’s-length transaction between aninformed and willing seller under no compulsion to sell and an informed andwilling buyer under no compulsion to buy, as determined in good faith by theBoard of Directors of the Borrower or any Subsidiary of the Borrower, as thecase may be (including a majority of the disinterested directors, if any) whosedetermination shall be conclusive if evidenced by a resolution of such Board ofDirectors;

“**Fee Letter**” means theletter from the Lender to the Borrower, dated 6 February 2007 setting outcertain fees payable by the Borrower in connection with the Loan and the agreedfunding source;

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“**Group**” means the Borrowerand its Subsidiaries taken as a whole;

“**Hedging Obligations**”means: (i) the obligations of any Person pursuant to any interest rateprotection agreement (including, without limitation, interest rate swaps, caps,floors, collars, derivative instruments and similar agreements) and/or othertypes of interest hedging arrangements; and/or (ii) any foreign exchangecontract, currency swap agreement or other similar agreement as to which suchPerson is a party;

“**Indebtedness**” means,with respect to any Person at any date of determination (without duplication):

(a)           all indebtedness of such Person for borrowed money;

(b)          all obligations of such Person evidenced by bonds, debentures, notesor other similar instruments;

(c)           all obligations of such Person in respect of letters of credit orother similar instruments (including reimbursement obligations with respectthereto);

(d)          all obligations of such Person to pay the deferred and unpaidpurchase price of property, assets or services, which purchase price is due morethan six months after the earlier of the date of placing such property inservice or taking delivery and title thereof or the completion of suchservices;

(e)           all capitalised lease obligations of such Person;

(f)           all Indebtedness of other Persons secured by a Lien granted by suchPerson on any asset (the value of which, for these purposes, shall bedetermined by reference to the balance sheet in respect of the latest financialquarter of the Person providing the Lien) of such Person, whether or not suchIndebtedness is assumed by such Person (but disregarding for this purpose Liensgranted by a Subsidiary in favour of the Borrower or another Subsidiary or bythe Borrower in favour of a Subsidiary, with respect to the property or assets,or any income or profits therefrom, of the Borrower or such Subsidiary;

(g)          all Indebtedness of other Persons guaranteed by such Person to theextent such Indebtedness is guaranteed by such Person; and

(h)          to the extent not otherwise included in this definition, net obligationsof such Person under any currency or interest rate hedging agreements;

The amount of Indebtedness of any Person at any date shall be theoutstanding balance at such date of all unconditional obligations as describedabove and, with respect to contingent obligations as described above, themaximum liability upon the occurrence of the contingency giving rise to theobligation; provided:

(i)           that the amount outstanding at any time of any Indebtedness issuedwith original discount is the face amount of such Indebtedness less theremaining unamortised portion of the original issue discount of suchIndebtedness at such time as determined in conformity with U.S. GAAP;

(ii)          that Indebtedness shall not include Trade Payables, prepaymentsreceived on account of agreed sales and accrued current liabilities arising inthe ordinary course of business, except those that are overdue;

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(iii)         that Indebtedness shall not include grants to the Borrower from theRussian Government and/or any Russian local authority which do not need to berepaid but are still recorded as a liability in the Borrower’s consolidatedbalance sheet;

(iv)         that Indebtedness shall not include any amounts guaranteed by theBorrower in respect of the debt of any Subsidiary or any amounts guaranteed byany Subsidiary in respect of the debt of the Borrower or any other Subsidiaryor owed by the Borrower to any one or more of its Subsidiaries or amounts owedby any Subsidiary of the Borrower to any one or more of its other Subsidiariesor the Borrower;

(v)          that Indebtedness shall not include any liability for federal, state,local or other Taxes; and

(vi)         that Indebtedness shall not include obligations of any Persons (x)arising from the honouring by a bank or other financial institution of acheque, draft or similar instrument inadvertently drawn against insufficientfunds (which, for the avoidance of doubt, shall not include funds drawn againstan overdraft facility of such Person) in the ordinary course of business;provided that such obligations are extinguished within two Business Days oftheir incurrence, (y) resulting from the endorsement of negotiable instrumentsfor collection in the ordinary course of business and consistent with pastbusiness practices and (z) under stand-by letters of credit or guarantees tothe extent collateralised by cash or cash equivalents;

“**Interest Payment Date**”means 14 November 2007 and 14 May 2008, being the last day of the correspondingInterest Period;

“**Interest Period**” means,except as otherwise provided herein, any of those periods mentioned in Clause 4(Interest Periods);

“**Interest Rate**” means,except as otherwise provided herein, the interest rate specified in Clause 5.2(Calculation of Interest);

“**Lien**” means anymortgage, pledge, security interest, encumbrance, lien or charge of any kind(including, without limitation, any conditional sale or other title retentionagreement or lease in the nature thereof, any sale with recourse against theseller or any Affiliate of the seller, or any agreement to give any securityinterest);

“**Loan**” means theU.S.$150,000,000 term loan granted to the Borrower by the Lender in thisAgreement;

“**Luxembourg**” means theGrand Duchy of Luxembourg;

“**Material Adverse Effect**”means any material adverse effect on the business, financial condition orresults of operations of the Borrower and its Subsidiaries taken as a whole;

“**Offering Memorandum**” means the OfferingMemorandum of even date herewith prepared in connection with the issue of theNotes, as the same may be amended or supplemented on or before the ClosingDate;

“**Officer**” means, withrespect to a Person, the Chairman of the Board of Directors, the GeneralDirector, the Chief Executive Officer, the President, the Chief FinancialOfficer, the Controller, the Treasurer or the General Counsel of such Person;

“**Officers’ Certificate**”means a certificate signed by two Officers of the Borrower;

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“**Permitted Liens**” means:

(a)           Liens securing the Loan;

(b)          Liens granted by a Subsidiary securing Indebtedness owing to theBorrower or another Subsidiary, with respect to the property or assets, or anyincome or profits therefrom, of such Subsidiary, as the case may be;

(c)           any Lien existing on the date of this Agreement;

(d)          statutory and common law Liens of landlords and carriers,warehousemen, mechanics, suppliers, material men, repairmen or other similarLiens arising in the ordinary course of business;

(e)           any Lien on any property or assets of any Person existing at the timesuch Person is acquired, merged or consolidated with or into the Borrower orany of its Subsidiaries and not created in contemplation of such event;provided that no such Lien shall extend to any other property or assets of suchPerson or to any other property or assets of the Subsidiaries of such Person orthe Borrower or any of its Subsidiaries;

(f)           any Lien existing on any property or assets prior to the acquisitionthereof by the Borrower or any of its Subsidiaries and not created incontemplation of such acquisition; provided that no such Lien shall extend toany other property or assets or any property or assets of the Borrower or anyof its Subsidiaries;

(g)          any Lien on any property or assets securing Indebtedness of theBorrower or any of its Subsidiaries incurred or assumed for the sole purpose ofVendor Financing (including bank financing arranged by a vendor for the solepurpose of Vendor Financing); provided that (i) no such Lien shall extend toany other property or assets of the Borrower or any of its Subsidiaries otherthan the assets affixed thereto and the proceeds thereof, (ii) the aggregateprincipal amount of all Indebtedness secured by Liens on such property orassets does not exceed the purchase price of such property or assets and (iii)such Lien attaches to such property or assets within 90 days after the acquisitionthereof;

(h)          any Lien securing Hedging Obligations so long as the relatedIndebtedness is permitted to be incurred under this Agreement and any suchHedging Obligation is not speculative;

(i)            any extension, renewal or replacementof any Lien described in Clauses (a) to (h) above, provided that (i) suchextension, renewal or replacement shall be no more restrictive in any materialrespect than the original Lien, (ii) the amount of Indebtedness secured by suchLien is not increased and (iii) if the property or assets securing theIndebtedness subject to such Lien are changed in connection with suchrefinancing, extension or replacement, the Fair Market Value of such propertyor assets is not increased;

(j)            any Lien on the property or assets ofthe Borrower or any Subsidiaries of the Borrower securing Indebtedness of theBorrower or such Subsidiaries incurred under one or more Credit Facilities inan aggregate principal amount outstanding at any one time not to exceed 20 percent of the total assets of the Group determined by reference to the latestconsolidated balance sheet of the Group; and

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(k)                                any Lien arising solely by operationof law which is discharged within 45 days of arising;

“**Person**” means anyindividual, corporation, partnership, joint venture, trust unincorporatedorganisation or government or any Agency or political subdivision thereof;

“**Proceedings**” has themeaning set forth in Clause 25.2 (English Courts);

“**Qualifying Jurisdiction**”means any jurisdiction to which the transfer or assignment of the Loan (or anyrights, benefits and/or obligations hereunder) would not cause the Borrower toprovide payments of Additional Amounts or Tax Indemnity Amounts when interest,principal and any other amounts paid under this Loan Agreement is paid to or fromsuch jurisdiction;

“**Rating Agencies**” meansMoody’s Investors Service Limited (“**Moody’s**”)or any successor to its rating agency business and Standard & Poor’sRatings Services, a division of McGraw-Hill Companies, Inc. (“**S&P**”) or any successor to its ratingagency business or any other rating agency that provides a corporate creditrating of the Borrower or a credit rating in respect of the Loan or of anyinstruments issued to the agreed funding source, if applicable;

“**Rating Categories**”means (1) with respect to S&P, any of the following categories (any ofwhich may include a “+” or “-”): AAA, AA, A, BBB, BB, B, CCC, CC, C and D (orequivalent successor categories); (2) with respect to Moody’s, any of thefollowing categories (any of which may include a “1,” “2” or “3”): Aaa, Aa, A,Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories), and (3) theequivalent of any such categories of S&P or Moody’s used by another ratingagency, if applicable;

“**Rating Decline**” meansthat at any time within 90 days (which period shall be extended so long as thecorporate credit rating of the Borrower or the credit rating in respect of theLoan or of any instruments issued to the agreed funding source is underpublicly announced consideration for possible downgrade by any Rating Agency)after the date of public notice of any transaction or series of transactions,or of the intention of the Borrower or of any Person to effect such atransaction or series of transactions, the corporate rating of the Borrower or therating of the Loan or of any instruments issued to the agreed funding source isdecreased by both or, if such ratings are at the relevant time provided by morethan two Rating Agencies, by the majority of the relevant Rating Agencies byone or more Rating Categories as a result of such transaction or series oftransactions, as specified by both or, if such ratings are at the relevant timeprovided by more than two Rating Agencies, by the majority of the relevantRating Agencies;

“**Related Person**” of anyPerson means any other Person directly or indirectly owning:

(a)           5 per cent or more of the outstanding Capital Stock with voting powerof such Person (or, in the case of a Person that is not a corporation, 5 percent or more of the equity interest in such Person); or

(b)          5 per cent or more of the combined voting power of the Capital Stockwith voting power of such Person;

“**Repayment Date**” meansthe 14 May 2008, or if such day is not a Business Day, the next succeedingBusiness Day;

“**Russia**” means theRussian Federation and any province or political subdivision or Agency thereofor therein, and “Russian” shall be construed accordingly;

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“**Securities Act**” meansthe United States Securities Act of 1933, as amended;

“**Significant Subsidiary**”means any Subsidiary that:

(a)           for the most recent fiscal year of the Borrower, accounted for morethan 5 per cent of the consolidated revenues of the Borrower and itsSubsidiaries;

(b)          as of the end of such fiscal year, was the owner of more than 5 percent of the consolidated assets of the Borrower and its Subsidiaries, all asset forth in the most recently available consolidated financial statements ofthe Borrower for such fiscal year; or

(c)           to which are transferred all or substantially all the assets andundertaking of a Subsidiary which immediately prior to such transfer is aSignificant Subsidiary;

“**Stated Maturity**” means:

(a)           with respect to any Indebtedness, the date specified in suchIndebtedness as the fixed date on which the final instalment of principal ofsuch Indebtedness is due and payable; and

(b)          with respect to any scheduled instalment of principal of or intereston any Indebtedness, the date specified in such Indebtedness as the fixed dateon which such instalment is due and payable;

“**Subsidiary**” means, withrespect to any Person, (i) a corporation more than 50 per cent of whose CapitalStock with voting power, under ordinary circumstances, to elect directors is atthe time, directly or indirectly, owned by such Person, by such Person and oneor more Subsidiaries of such Person or by one or more Subsidiaries of suchPerson, or (ii) a partnership in which such Person or a Subsidiary of suchPerson is, at the time, a general partner, or (iii) any other Person in whichsuch Person, one or more Subsidiaries of such Person, or such Person and one ormore Subsidiaries of such Person, directly or indirectly, at the date ofdetermination thereof has (x) over a 50 per cent ownership interest or (y) thepower to elect or direct the election of a majority of the directors, membersof the board of directors or other governing body of such Person;

“**Taxes**” has the meaningset out in Clause 8.1 (Additional Amounts);

“**Tax Indemnity Amounts**”has the meaning set out in Clause 8.3 (Tax Indemnity);

“**Taxing Authority**” hasthe meaning set out in Clause 8.1 (Additional Amounts);

“**Trade Payables**” means,with respect to any Person, any accounts payable or any other indebtedness ormonetary obligation to trade creditors created, assumed or guaranteed by suchPerson or guaranteed by any of its Subsidiaries arising in the ordinary courseof business in connection with the acquisition of goods or services;

“**unpaid sum**” has themeaning set forth in Clause 16.1 (Default Interest Periods);

“**U.S. GAAP**” means U.S.generally accepted accounting principles set forth in the opinions andpronouncements of the Accounting Principles Board and statements andpronouncements of the Financial Accounting Standards Board (“**FASB**”) or, if FASB ceases to exist, anysuccessor thereto; provided, however, that for purposes of determiningcompliance with this Agreement, “U.S. GAAP” means such generally acceptedaccounting principles as in effect on the date hereof;

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“**Vendor Financing**” meansany indebtedness of any Person owed to a vendor of materials or equipment foruse in connection with the business of the Group in respect of or arising underor in connection with the supply of such materials or equipment by such vendorto such Person;

**Other Definitions**:

“**agreed funding source**”shall mean any Person to whom the Lender owes any Indebtedness (includingsecurities), which Indebtedness was incurred solely and expressly to fund theLoan (including a designated representative of such Person);

the “**equivalent**” on anygiven date in one currency (the “**firstcurrency**”) of an amount denominated in another currency (the “**second currency**”) is a reference to theamount of the first currency which could be purchased with the amount of thesecond currency at the spot rate of exchange quoted on the relevant Reuterspage or, where the first currency is (i) roubles and the second currency is(ii) U.S. dollars, or as the case may be euro (or vice versa), by the CentralBank of Russia, at or about noon (London time, Brussels time or Moscow time (asapplicable) on such date for the purchase of the first currency with the secondcurrency;

the “**Lender**” shall beconstrued so as to include it and any of its subsequent successors, assigneesand chargees in accordance with their respective interests;

“**repay**” (or anyderivative form thereof) shall, subject to any contrary indication, beconstrued to include “prepay” (or, as the case may be, the correspondingderivative form thereof); and

“**VAT**” shall be construedas a reference to value added tax including any similar tax which may beimposed in place thereof from time to time.

**1.2**                            Interpretation

Unless the context otherwise requires:

**1.2.1****                  **a term has the meaning assigned to it;

**1.2.2****                  **an accounting term not otherwisedefined has the meaning assigned to it in accordance with U.S. GAAPconsistently applied;

**1.2.3****                  **“or” is not exclusive;

**1.2.4****                  **words in the singular include theplural, and words in the plural include the singular;

**1.2.5****                  **provisions apply to successive eventsand transactions;

**1.2.6****                  **references to sections of or rulesunder the Securities Act shall be deemed to include substitute, replacement orsuccessor sections or rules adopted by the Commission from time to time; and

**1.2.7****                  **references to “**U.S.$**”or “**U.S. dollars**” are to United Statesdollars and references to “**Roubles**” are toRussian roubles.

**1.3**                            Statutes

Any reference in this Agreement to a statute shall be construed as areference to such statute as the same may have been, or may from time to timebe, amended or re-enacted.

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**1.4         Headings**

Clause and Schedule headings are for ease of reference only.

**1.5**                            Amended Documents

Except where the contrary is indicated, any reference in thisAgreement to this Agreement, the Fee Letter or any other agreement or documentshall be construed as a reference to this Agreement, the Fee Letter or, as thecase may be, such other agreement or document as the same may have been, or mayfrom time to time be, amended, varied, novated or supplemented.

**2**                                      The Loan

The Lender grants to the Borrower, upon the terms and subject to theconditions hereof, a single disbursement term loan facility in the amount ofU.S.$150,000,000.

**3**                                      Availability of the Loan

The Loan will be available by way of a single advance which will bemade by the Lender to the Borrower, and the Borrower will draw down the Loan,on 8 February 2007, or such later date as may otherwise be agreed by theparties to this Agreement, if:

**3.1**                            the Lender has not, prior to 8 February 2007, or such later date as may otherwise be agreed bythe parties to this Agreement, notified the Borrower that it has not receivedthe condition precedent documents as listed in the agreements entered into inconnection with the agreed funding source in form and substance satisfactory tothe Lender;

**3.2**                            the Lender has received funding of the Loan fromthe agreed funding source; and

**3.3**                            no event has occurred or circumstance arisen whichwould, whether or not with the giving of notice and/or the passage of timeconstitute an event described under Clause 15 (Events of Default) and therepresentations set out in Clause 11 (Representations and Warranties of theBorrower) are true and accurate in all material respects on and as of theproposed date for the making of the Loan.

**4**                                      Interest Periods

The period for which the Loan is outstanding shall be divided intotwo periods, the first shall commence on, and shall include, 8 February 2007and shall end on, but exclude, 14 November 2007 and the second shall commenceon, and shall include, 14 November 2007 and shall end on, but exclude, 14 May2008 (each, an “**Interest Period**”).

**5**                                      Payment and Calculation of Interest

**5.1**                            Payment of interest

Not later than 10.00am (New York City time) one Business Day prior toeach Interest Payment Date, the Borrower shall pay to the Account all accruedand unpaid interest, any Additional Amounts, and any Tax Indemnity Amounts,calculated to the last day of each Interest Period, on the outstandingprincipal amount of the Loan.

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**5.2**                            Calculation of interest

The amount of interest payable for any Interest Period shall becalculated by applying the rate of 7.50 per cent. per annum (the “**Interest Rate**”) to the amount of the Loan, dividing theproduct by two and rounding the resulting figure to the nearest cent, half acent being rounded upwards. When interest is required to be calculated for anyother period, it shall be calculated on the basis of a 360 day year consistingof 12 months of 30 days each, and in the case of an incomplete month, theactual number of days elapsed.

**6**                                      Repayment

Subject to Clause 15.2 (Rights of Lender upon occurrence of an Eventof Default), Clause 7 (Prepayment) and Clause 10.3.2 (Illegality), not laterthan 10.00 a.m. (New York City time) one Business Day prior to the RepaymentDate, the Borrower shall repay in full the outstanding principal amount of theLoan and, to the extent not already paid in accordance with Clause 5.1 (Paymentof Interest), all accrued and unpaid interest, any Additional Amounts, and anyTax Indemnity Amounts, calculated to the last day of the last Interest Period.

**7**                                      Prepayment

**7.1**                            Prepayment for tax reasons

If, as a result of the application of or any amendment orclarification to, or change (including a change in interpretation orapplication) in, or determination under, the double taxation treaty betweenRussia and Luxembourg (or any Qualifying Jurisdiction in which the Lender orany successor thereto is resident for tax purposes) or the laws or regulationsof Russia or Luxembourg (or any Qualifying Jurisdiction in which the Lender orany successor thereto is resident for tax purposes) or of any politicalsub-division thereof or any Agency therein, the Borrower would thereby berequired to pay any Additional Amounts in respect of Taxes pursuant to Clause8.1 (Additional Amounts), or pay any Tax Indemnity Amounts pursuant to Clause8.3 (Tax Indemnity), then the Borrower may (without premium or penalty), uponnot less than 30 calendar days’ written irrevocable notice to the Lender (and,following the execution of the agreements entered into in connection with theagreed funding source, to the party designated by such agreements) including anOfficers’ Certificate of the Borrower, to the effect that the Borrower would berequired to pay such Additional Amounts or Tax Indemnity Amounts, prepay theLoan in whole (but not in part) at any time together with all accrued andunpaid interest, any Additional Amounts and any Tax Indemnity Amounts;provided, however, that no such notice shall be given earlier than 90 calendardays prior to the earliest date on which the Borrower would be obligated to paysuch Additional Amounts or Tax Indemnity Amounts, as the case may be.

**7.2**                            Prepayment for reasons of increased costs

The Borrower may, if it is required to make any payment by way ofindemnity under Clause 10.1 (Increased Costs), subject to giving to theLender not less than 30 calendar days’ prior written notice to that effect(without premium or penalty), prepay the whole, but not part only, of theamount of the Loan, together with any amounts then payable under Clause 10.1(Increased Costs) and accrued and unpaid interest, any Additional Amounts andTax Indemnity Amounts, if any.

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**7.3**                            Prepayment in the event of a Change of Control

**7.3.1****     **In the event of a Change of Control,the Borrower shall be required to prepay the Loan on the Change of ControlPayment Date to the extent and in the amount that the Lender is required to paythe agreed funding source as a result thereof as set forth in a written noticeby the Lender to the Borrower, including computation of such amount, given atleast two Business Days prior to the Change of Control Payment Date.

**7.3.2****     **Promptly, and in any event within 10calendar days after the date of any Change of Control, the Borrower shalldeliver to the Lender (and, following the execution of the agreements enteredinto in connection with the agreed funding source, to the party designated bysuch agreements) a written notice in the form of an Officers’ Certificate,which notice shall be irrevocable (but may, in respect of sub-clause (iii), beamended), stating:

(i)           that a Change of Control has occurred;

(ii)          the Change of Control Payment Date, which date shall be the nextBusiness Day occurring on or after 60 calendar days from the such notice isdelivered; and

(iii)         the circumstances and relevant facts giving rise to such Change ofControl, including, to the extent available, information with respect to proforma historical income, cash flow and capitalisation for the most recentcomplete financial period that is subject to a review by auditors, each aftergiving effect to such Change of Control and events causing such Change of Control,and the date upon which such Change of Control is deemed to have occurred.

**7.3.3****                  **On the Business Day prior to theChange of Control Payment Date, the Borrower shall deposit in the Account anamount in cash equal to the amount payable hereunder to the Lender by theBorrower.

**7.4**                            Notice of prepayment

Without prejudice to any other requirement in this Agreement, anynotice of prepayment given by the Borrower pursuant to Clause 7.1 (Prepaymentfor Tax Reasons) or Clause 7.2 (Prepayment for Reasons of Increased Costs)hereof, shall be irrevocable, shall specify the date upon which such prepaymentis to be made and shall oblige the Borrower to make such prepayment oneBusiness Day prior to such date.

**7.5**                            Costs of prepayment

The Borrower shall, on the date of prepayment, pay all accrued andunpaid interest, any Additional Amounts and any Tax Indemnity Amounts (eachonly with respect to the amount subject to such prepayment), as of such date ofprepayment and all other amounts payable to the Lender hereunder in connectionwith such prepayment. The Borrower shall indemnify the Lender on demand againstany costs and expenses reasonably incurred and properly documented by theLender on account of any prepayment made in accordance with this Clause 7(Prepayment).

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**7.6**                            No other repayments

The Borrower shall not repay the whole or any part of the amount ofthe Loan except at the times and in the manner expressly provided for in thisAgreement.

**7.7**                            Purchase of instruments issued to the agreed funding source

The Borrower and its Subsidiaries may purchase instruments issued tothe agreed funding source at any time in the open market or otherwise. If suchinstruments are surrendered by the Borrower or any of its Subsidiaries to theLender, as issuer of such instruments, for cancellation (together with anauthorisation addressed to the agent of the Lender to cancel such instruments),the Lender shall credit the Borrower with the prepayment of an amount of theLoan equal to the principal amount of such cancelled instruments.

**8**                                      Taxes

**8.1**                            Additional amounts

**8.1.1****                  **Subject to Clause 8.1.2, all paymentsmade by the Borrower under or with respect to the Loan will be made free andclear of, and without withholding or deduction for, or on account of anypresent or future tax, duty, levy, impost, assessment, or other governmentalcharge (including penalties, interest and other liabilities related thereto)(collectively, “**Taxes**”) imposed orlevied by or on behalf of any government or political subdivision or territoryor possession of any government or authority or Agency therein or thereofhaving the power to tax (each, a “**TaxingAuthority**”) within Russia or Luxembourg (or any QualifyingJurisdiction in which the Lender or any successor thereto is resident for taxpurposes), unless the Borrower is required to withhold or deduct Taxes by lawor by the interpretation or administration thereof. For the avoidance of doubt,this Clause 8.1 shall not apply to any taxes on income payable by the Lender.

**8.1.2****                  **If at any time the Borrower is requiredto withhold or deduct any amount for or on account of Taxes imposed or leviedby or on behalf of any Taxing Authority within Russia or Luxembourg (or anyQualifying Jurisdiction in which the Lender or any successor thereto isresident for tax purposes) from any payment made under or with respect to theLoan, the Borrower shall, on the due date for such payment, pay such additionalamounts (“**Additional Amounts**”) asmay be necessary so that the net amount received by the Lender (includingAdditional Amounts) in U.S. dollars after such withholding or deduction willnot be less than the amount the Lender would have received if such Taxes hadnot been withheld or deducted and free from liability in respect of suchwithholding or deduction; provided, however, that for the avoidance of doubt,such Additional Amounts shall not be payable with respect to any Taxes onincome payable by the Lender.

**8.1.3****                  **The Borrower will also:

(i)                                  make such withholding or deduction;and

(ii)                               remit the full amount deducted orwithheld to the relevant authority in accordance with applicable law.

**8.1.4****                  **If the Lender pays any amount inrespect of such Taxes in respect ofwhich Additional Amounts are payable (without prejudice to, and duplication of,the

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provisions of Clause 8.3 (TaxIndemnity)), the Borrower shall reimburse the Lender in U.S. dollars for suchpayment on demand.

**8.1.5****     **Whenever this Agreement mentions, inany context, the payment of amounts based upon the principal or premium, ifany, interest or of any other amount payable under or with respect to the Loan,this includes, without duplication, payment of any Additional Amounts and TaxIndemnity Amounts that may be applicable.

The foregoing provisions shall apply, modified as necessary, to anyTaxes imposed or levied by any Taxing Authority in any jurisdiction in whichany successor of the Borrower is organised.

**8.2**                            Payments

The Lender shall assist the Borrower in ensuring that all paymentsmade under this Agreement are exempt from deduction or withholding of Tax.

**8.3**                            Tax indemnity

Without prejudice to, and without duplication of, the provisions ofClause 8.1 (Additional Amounts):

**8.3.1****                  **if at any time the Lender makes or isrequired to make any payment to a Person (other than to or for the account ofthe agreed funding source) on account of Tax (other than Taxes on incomepayable by the Lender) in respect of the Loan or in respect of any instrumentsissued to, or documents entered into with, the agreed funding source imposed byany Taxing Authority of or in Russia, Luxembourg or any Qualifying Jurisdictionin which the Lender or any successor thereto is resident for tax purposes, orany liability in respect of any such Tax is asserted, imposed, levied orassessed against the Lender, the Borrower shall, as soon as reasonably practicablefollowing, and in any event within 30 calendar days of, written demand made bythe Lender, indemnify the Lender against such payment or liability, togetherwith any interest, penalties, costs and expenses payable or incurred inconnection therewith; and

**8.3.2****                  **if at any time a Taxing Authorityimposes an obligation on the Lender to withhold or deduct any amount on anypayment made or to be made by the Lender to or for the account of the agreedfunding source and the Lender is required by any instruments issued to, ordocuments entered into with, the agreed funding source, to pay additionalamounts to such agreed funding source in connection therewith, the Borrowershall, as soon as reasonably practicable following, and in any event within 30calendar days of, written demand made by the Lender, pay to the Lender suchadditional amounts as may be necessary so that the net amount received by theagreed funding source (including such additional amounts) in U.S. dollars aftersuch withholding or deduction will not be less than the amount such agreedfunding source would have received if such withholdings or deductions had notbeen made and free from liability in respect of such withholding or deduction.

Any payments required to be made by the Borrower under this Clause8.3 are collectively referred to as “**TaxIndemnity Amounts**”. For the avoidance of doubt, the provisions ofthis Clause 8.3 shall not apply to any withholding or deductions of Taxes withrespect to the Loan which are subject to payment of Additional Amounts underClause 8.1 (Additional Amounts).

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**8.4**                            Tax claims

If the Lender intends to make a claim for any Tax Indemnity Amountspursuant to Clause 8.3 (Tax Indemnity), it shall notify the Borrower thereof;provided that nothing herein shall require the Lender to disclose anyconfidential information relating to the organisation of its affairs.

**8.5**                            Tax credits and tax refunds

**8.5.1****                  **If any Additional Amounts are paidunder Clause 8.1 (Additional Amounts) or Tax Indemnity Amounts are paid underClause 8.3 (Tax Indemnity) by the Borrower for the benefit of the Lender andthe Lender, in its reasonable opinion, determines that it has received or beengranted a credit against, a relief or remission for, or a repayment of, anyTax, then, if and to the extent that the Lender, in its reasonable opinion,determines that such credit, relief, remission or repayment is in respect of orcalculated with reference to the deduction or withholding giving rise to suchAdditional Amounts or, in the case of Tax Indemnity Amounts, with reference tothe liability, expense or loss to which the payment giving rise to such TaxIndemnity Amounts relates, the Lender shall, to the extent that it can do sowithout prejudice to the retention of the amount of such credit, relief, remissionor repayment, pay to the Borrower such amount as the Lender shall, in itsreasonable opinion, have concluded to be attributable to such deduction orwithholding or, as the case may be, such liability, expense or loss; providedthat the Lender shall not be obliged to make any payment under this Clause 8.5in respect of such credit, relief, remission or repayment until the Lender is,in its reasonable opinion, satisfied that its tax affairs for its tax year inrespect of which such credit, relief, remission or repayment was obtained havebeen finally settled. Any such payment shall, in the absence of manifest errorand subject to the Lender specifying in writing in reasonable detail thecalculation of such credit, relief, remission or prepayment and of such paymentand providing relevant supporting documents evidencing such matters, beconclusive evidence of the amount due to the Borrower hereunder and shall beaccepted by the Borrower in full and final settlement of its rights ofreimbursement hereunder in respect of such deduction or withholding. Nothingcontained in this Clause 8.5 shall interfere with the right of the Lender toarrange its tax affairs generally in whatever manner it thinks fit nor obligethe Lender to disclose any information relating to its tax affairs generally orany computations in respect thereof.

**8.5.2****                  **If as a result of a failure to obtainrelief from deduction or withholding of any Tax imposed by Russia or Luxembourg(or any Qualifying Jurisdiction in which the Lender or any successor thereto isresident for tax purposes) (i) such Tax is deducted or withheld by the Borrowerand pursuant to Clause 8.1 (Additional Amounts) an increased amount is paid bythe Borrower to the Lender in respect of such deduction or withholding, and (ii)following the deduction or withholding of Tax as referred to above, (A) theBorrower applies on behalf of the Lender to the relevant Russian TaxingAuthorities for a tax refund and such tax refund is credited by the RussianTaxing Authorities to the Lender or (B) if such tax refund is otherwisecredited by a relevant Taxing Authority to the Lender pursuant to a finaldecision of such Taxing Authority, the Lender shall as soon as reasonablypossible notify the Borrower of the receipt of such tax refund and promptlytransfer the entire

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amount of the tax refund to abank account of the Borrower specified for that purpose by the Borrower.

**8.6**                            Representations of the Lender

The Lender represents that (a) it is a bank which at the date hereofis a resident of Luxembourg, is subject to taxation in Luxembourg on the basisof its registration as a legal entity, location of its management body oranother similar criterion and it is not subject to taxation in Luxembourgmerely on income from sources in Luxembourg or connected with property locatedin Luxembourg; (b) it will account for the Loan on the date of closing on itsbalance sheet as an asset under “loans and advances to customers” and anyarrangements with the agreed funding source as a liability under “liabilitiesevidenced by paper”; and (c) at the date hereof, it does not have a permanentestablishment in Russia.

The Lender shall make reasonable and timely efforts to assist theBorrower to obtain relief from withholding of Russian income tax pursuant tothe double taxation treaty between Russia and the jurisdiction in which theLender is incorporated, including its obligations under Clause 8.8 (Delivery ofForms). The Lender makes no representation as to the application orinterpretation of any double taxation treaty between Russia and thejurisdiction in which the Lender is incorporated.

**8.7**                            Exceptions

The Lender agrees promptly, upon becoming aware of such, to notifythe Borrower if it ceases to be resident in Luxembourg or a QualifyingJurisdiction or if any of the representations set forth in Clause 8.6(Representations of the Lender) are no longer true and correct. If the Lenderceases to be resident in Luxembourg or a Qualifying Jurisdiction, then, exceptin circumstances where the Lender has ceased to be resident in Luxembourg or aQualifying Jurisdiction by reason of any Change of Law (including a change in adouble taxation treaty or in such law or treaty’s application orinterpretation), in each case taking effect after the date of this Agreement,the Borrower shall not be liable to pay to the Lender under Clause 8.1(Additional Amounts) or Clause 8.3 (Tax Indemnity) any sum in excess of the sumit would have been obliged to pay if the Lender had not ceased to be residentin Luxembourg or a Qualifying Jurisdiction.

**8.8**                            Delivery of forms

The Lender shall within 30 calendar days of the request of theBorrower, to the extent it is able to do so under applicable laws includingRussian laws, deliver to the Borrower a certificate issued by the competentTaxing Authority in Luxembourg (or any Qualifying Jurisdiction in which theLender or any successor thereto is resident for tax purposes) confirming thatthe Lender is a tax resident in Luxembourg (or any Qualifying Jurisdiction inwhich the Lender or any successor thereto is resident for tax purposes) andsuch other information or forms as the Borrower may need to be duly completedand delivered by the Lender to enable the Borrower to apply to obtain relieffrom deduction or withholding of Russian Tax after the date of this Agreementor, as the case may be, to apply to obtain a tax refund if a relief fromdeduction or withholding of Russian Tax has not been obtained. The Lendershall, within 30 calendar days of the request of the Borrower, to the extent itis able to do so under applicable laws including Russian laws, from time totime deliver to the Borrower any additional duly completed application forms asneed to be duly completed and delivered by the Lender to enable the Borrower toapply to obtain relief from deduction or withholding of Russian Tax or, as thecase may be, to apply to obtain a tax refund if a

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relief from deduction or withholding of Russian Tax has not beenobtained. The certificate and, if required, other forms referred to in thisClause 8.8 shall be duly signed by the Lender, if applicable, and stamped orotherwise approved by the competent Taxing Authority in Luxembourg (or anyQualifying Jurisdiction in which the Lender or any successor thereto isresident for tax purposes) and apostilled or otherwise legalised. If a relieffrom deduction or withholding of Russian Tax under this Clause 8.8 has not beenobtained and further to an application of the Borrower to the relevant RussianTaxing Authorities the latter requests the Lender’s rouble bank accountdetails, the Lender shall at the request of the Borrower (x) use reasonableefforts to procure that such rouble bank account of the Lender is duly openedand maintained, and (y) thereafter furnish the Borrower with the details ofsuch rouble bank account. The Borrower shall pay for all costs associated, ifany, with opening and maintaining such rouble bank account.

**8.9**                            Tax treatment

The Borrower and the Lender hereby agree totreat the Loan as a debt obligation of the Borrower payable to the Lender, asthe beneficial owner of such debt obligation, for Russian and Luxembourg taxpurposes.

**9**                                      Tax Receipts

**9.1**                            Notification of requirement to deduct tax

If, at any time, the Borrower is required by law to make anydeduction or withholding from any sum payable by it hereunder, or if thereafterthere is any change in the rates at which or the manner in which suchdeductions or withholdings are calculated, the Borrower shall promptly notifythe Lender.

**9.2**                            Evidence of payment of tax

The Borrower will make all reasonable endeavours to obtain certifiedcopies, and translations into English, of tax receipts evidencing the paymentof any Taxes so deducted or withheld from each Taxing Authority imposing suchTaxes. The Borrower will furnish to the Lender (and, following the execution ofany other agreements entered into in connection with the agreed funding source,to the party designated by such agreements), within 60 calendar days after thedate the payment of any Taxes so deducted or withheld is due pursuant to applicablelaw, either certified copies of tax receipts evidencing such payment by theBorrower or, if such receipts are not obtainable, other evidence of suchpayments by the Borrower.

**10**                               Changes in Circumstances

**10.1**                     Increasedcosts

If, by reason of (i) any Change of Law, other than a Change of Lawwhich relates only to the basis or rate of Tax on the net income of the Lenderor the amounts required pursuant to the Fee Letter, and/or (ii) compliance withany Capital Adequacy Requirement, reserve or deposit requirement or any otherrequest from or requirement of any central bank or other fiscal, monetary orother authority which has effect in Luxembourg (or any Qualifying Jurisdictionin which the Lender or any successor thereto is resident for tax purposes):

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**10.1.1****           **the Lender incurs an additional cost as a result of the Lender’sentering into or performing its obligations, including its obligation to makethe Loan, under this Agreement (excluding Taxes payable by the Lender on itsnet income); or

**10.1.2****           **the Lender becomes liable to make any additional payment on accountof Tax or otherwise, not being a tax imposed on its net income or the amountsdue pursuant to the Fee Letter, on or calculated by reference to the amount ofthe Loan and/or to any sum received or receivable by it hereunder except wherecompensated under Clause 8.1 (Additional Amounts) or under Clause 8.3 (TaxIndemnity),

then the Borrower shall, from time totime within 30 calendar days of written demand of the Lender, pay to the Lenderamounts sufficient to hold harmless and indemnify it from and against, as thecase may be, such properly documented (1) cost or (2) liability; provided thatthe Lender will not be entitled to indemnification where such increased cost orliability arises as a result of the gross negligence, fraud or wilful defaultof the Lender; and provided that the amount of such increased cost shall bedeemed not to exceed an amount equal to the proportion of any cost or liabilitywhich is directly attributable to this Agreement.

**10.2**                     Increased costs claims

If the Lender intends to make a claimpursuant to Clause 10.1 (Increased Costs), it shall notify the Borrower thereofand provide a written description in reasonable detail of the relevant Changeof Law or Capital Adequacy Requirement, as the case may be, including adescription of the relevant affected jurisdiction or country and the date onwhich the change in circumstances took effect; provided that nothing hereinshall require the Lender to disclose any confidential information relating tothe organisation of its or any other person’s affairs. The written descriptionshall demonstrate the connection between the change in circumstance and theincreased costs and shall be accompanied by relevant supporting documentationevidencing the matters described therein.

**10.3**                     Illegality

If, at any time after the date of thisAgreement, it is unlawful for the Lender to make, fund or allow to remainoutstanding the Loan made or to be made by it hereunder or to maintain itsagreed funding source of the Loan, then the Lender shall, after becoming awareof the same, deliver to the Borrower a written notice, setting out inreasonable detail the nature and extent of the relevant circumstances, to thateffect and:

**10.3.1****           **if the Loan has not then been made, the Lender shall not thereafterbe obliged to make the Loan; and

**10.3.2****           **if the Loan is then outstanding and the Lender so requests, theBorrower shall, on the latest date permitted by relevant law or, if such noticeis received after the latest date permitted by relevant law, on the date whichis three Business Days after such request is received by the Borrower, or suchearlier day as the Borrower elects (as notified to the Lender upon not lessthan 30 calendar days’ written notice prior to the date of repayment), repaythe Loan together with accrued and unpaid interest thereon, any Tax IndemnityAmounts and all other amounts owing to the Lender hereunder.

**10.4**                     Mitigation

If circumstances arise which wouldresult in:

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**10.4.1****           **any payment falling due to be made by or to the Lender or for itsaccount pursuant to Clause 10.3 (Illegality);

**10.4.2****           **any payment falling due to be made by the Borrower pursuant to Clause8.1 (Additional Amounts); or

**10.4.3****           **a claim for indemnification pursuant to Clause 8.3 (Tax Indemnity) orClause 10.1 (Increased Costs),

then, without in any way limiting,reducing or otherwise qualifying the rights of the Lender or the Borrower’sobligations under any of the above mentioned provisions, the Lender shall, uponbecoming aware of the same, notify the Borrower thereof and, in consultationwith the Borrower and to the extent it can lawfully do so and without prejudiceto its own position, take reasonable steps to remove such circumstances ormitigate the effects of such circumstances including, without limitation, bythe change of its lending office or transfer of its rights or obligations underthis Agreement to another bank; provided that the Lender shall be under noobligation to take any such action if, in its opinion, to do so might have anyadverse effect upon its business, operations or financial condition or might bein breach of any arrangements which it may have made with the agreed fundingsource.

**11**                                Representations and Warranties of the Borrower

The Borrower makes the followingrepresentations and warranties and acknowledges that the Lender has enteredinto this Agreement in reliance on those representations and warranties.

**11.1**                      Due organisation

Each of the Borrower and itsSubsidiaries has been duly incorporated and is validly existing as a legalentity in good standing (where such concept or an analogous concept exists)under the laws of its jurisdiction of incorporation and has full power andauthority (corporate and other) to own or lease its properties and conduct its businessas described in the Offering Memorandum, except where the failure to do sowould not have a Material Adverse Effect; and the Borrower and each of itsSubsidiaries is duly qualified to do business as a legal entity in goodstanding (where such concept or an analogous concept exists) in alljurisdictions in which its ownership or lease of property or the conduct of itsbusiness requires such qualification, except where the failure to do so wouldnot have a Material Adverse Effect.

**11.2**                      Authorisations

The Borrower has full corporate powerand authority to enter into this Agreement, and this Agreement has been dulyauthorised, executed and delivered by the Borrower, and is a legal, valid andbinding obligation of the Borrower, enforceable against the Borrower inaccordance with its terms, except that the enforcement thereof may be limitedby (i) bankruptcy, insolvency, fraudulent transfer, reorganisation,moratorium and other similar laws relating to or affecting creditors’ rightsgenerally and (ii) general equitable principles (whether considered in aproceeding in equity or at law) and an implied covenant of good faith and fairdealing.

**11.3**                      No conflict

Neither the Borrower nor any of itsSubsidiaries is in violation of its charter or by-laws or other constitutivedocuments; and no default exists, and no event has occurred which, with 

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notice or lapse of time or both, wouldconstitute a default in the due performance and observance of any term,covenant or condition of any agreement or instrument (for the avoidance ofdoubt including this Agreement) to which the Borrower or any of itsSubsidiaries is a party or by which the Borrower or any of its Subsidiaries isbound or to which any of their respective properties is subject, except, ineach case, where such violation, default or event would not, individually or inthe aggregate, have a Material Adverse Effect.

The execution, delivery andperformance of this Agreement by the Borrower, the compliance by the Borrowerwith all the provisions hereof and the consummation of the transactionscontemplated hereby (a) will not require any consent, approval, authorisationor other order of any court, regulatory body, administrative agency or othergovernmental body (except such as may be required under the securities or BlueSky laws of the various states of the United States or any securities laws ofany jurisdiction other than Russia, Luxembourg, the United Kingdom and theFederal law of the United States) except for such consents, approvals,authorisations or other orders as have been obtained and which are in fullforce and effect and except for such consents as may be obtained within 30 daysof the requirement for such consent arising, (b) will not conflict with orconstitute a breach of any of the terms or provisions of, or constitute adefault under, the charter or other constitutive documents of the Borrower, (c)will not conflict with or constitute a breach of any agreement, indenture orother instrument to which the Borrower or any of its Subsidiaries is a party orby which the Borrower, any of its Subsidiaries or their respective property orassets is bound, and (d) will not violate or conflict with any laws,administrative regulations or rulings or court decrees applicable to theBorrower, any of its Subsidiaries or their respective property, except, in thecase of Clause (c), for any conflict, breach or violation which would not havea Material Adverse Effect.

**11.4**                      Financial statements

The audited consolidated financialstatements of the Borrower and the related notes thereto as set out in theOffering Memorandum were prepared in accordance with U.S. GAAP consistentlyapplied throughout the periods involved and present fairly, in all materialrespects, the consolidated financial position of the Borrower as at the datesat which they were prepared and the results of the operations and the cashflows of the Borrower in respect of the periods for which they were prepared.The other financial and statistical information and data, including, but notlimited to, the 2003, 2004 and 2005 financial data as set out in the OfferingMemorandum is, in all material respects, accurately presented and prepared on abasis consistent with such financial statements, where applicable, and thebooks and records of the Borrower and its Subsidiaries. Since 31 December 2005(a) there has been no material adverse change in the condition (financialor otherwise) or affecting the business, prospects, financial position, orresults of operations of the Borrower or the Borrower and its Subsidiariestaken as a whole, whether or not arising from transactions in the ordinarycourse of business; and (b) neither the Borrower nor any of its Subsidiarieshas entered into any transaction or agreement material to the Borrower or tothe Borrower and its Subsidiaries taken as a whole, other than in the ordinarycourse of business.

**11.5**                      No other indebtedness

The Borrower has no Indebtedness,other than Indebtedness (a) as set forth in the 31 December 2005 auditedconsolidated balance sheet of the Borrower; (b) as disclosed in 

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the Offering Memorandum or (c) that inthe aggregate would not have a Material Adverse Effect.

**11.6**                      Payment in U.S. Dollars

All payment obligations of theBorrower under this Agreement are required by the terms hereof to be paid in U.S.dollars, and the Borrower does not require any approvals, consents, licensesand permissions to make and may make such payments in U.S. dollars.

**11.7**                      Taxes

Except as disclosed in the OfferingMemorandum, each of the Borrower and the Significant Subsidiaries has dulyfiled with the appropriate Taxing Authorities, or has received an extension forfiling with respect to, all tax returns, reports and other information requiredto be filed by it, and each such tax return, report, or other information was, whenfiled, accurate and complete in all material respects; and, except as disclosedin the Offering Memorandum, each of the Borrower and the SignificantSubsidiaries has duly paid, or has made adequate reserves for, all Taxesrequired to be paid by it and any other assessment, fine or penalty leviedagainst it, and to the best of the Borrower’s knowledge, no Tax deficiency iscurrently asserted against the Borrower or any of the Significant Subsidiaries,except, in each case, where any failure to do so would not have a MaterialAdverse Effect.

**11.8**                      Litigation and contracts

Except as disclosed in the OfferingMemorandum (which disclosure shall be disregarded for the purposes of Clause11.21 (Repetition)): (A) there are no pending legal or governmental proceedingsagainst the Borrower or any of its Subsidiaries or any of their respectiveproperties and (B) there are no pending legal or governmental proceedingsnaming, and, to the best knowledge of the Borrower, there are no threatenedlegal or governmental proceedings against or naming, the Borrower or any of itsSubsidiaries or any of their respective properties that, in each case, ifdetermined adversely to the Borrower or any such Subsidiary, would individuallyor in the aggregate have a Material Adverse Effect or would have a materialadverse effect on the ability of the Borrower to perform its obligations underthis Agreement and, to the best knowledge of the Borrower, no such proceedingsare contemplated.

**11.9**                      Labour

There are no labour disputes involving the employees of the Borroweror any of its Subsidiaries that exist, or to the best knowledge of theBorrower, that are threatened, except where such would not, individually or inthe aggregate, have a Material Adverse Effect.

**11.10**               Title, licenses and consents

Except as disclosed in the OfferingMemorandum, each of the Borrower and its Subsidiaries possesses allcertificates, authorisations, licences and permits issued by appropriategovernmental agencies or bodies necessary to conduct the business now conductedby it, except, in each case, where the failure to do so would not, individuallyor in the aggregate, have a Material Adverse Effect and neither the Borrowernor any of its Subsidiaries has received any notice of proceedings relating tothe revocation or modification for any such certificate, authorisation orpermit that, if determined adversely to the Borrower or any of itsSubsidiaries, could have a Material Adverse Effect.

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Except as disclosed in the OfferingMemorandum each of the Borrower and its Subsidiaries (A) has good andmarketable title to all items of real property owned by it and good andmarketable title to all other property and assets owned by it, in each casefree and clear of any security interests, liens, encumbrances, equities, claimsand other defects that would affect the value thereof or interfere with the usemade or proposed to be made thereof by it, and (B) holds any real property andbuildings leased by it under valid, subsisting and enforceable leases with noexceptions that would interfere with the use made or proposed to be madethereof by it, except, in the cases of each of (A) and (B), where the failureto do so would not, individually or in the aggregate, have a Material AdverseEffect.

Except as disclosed in the Offering Memorandumthe Borrower and each of its Subsidiaries owns or possesses all patents, patentapplications, trademarks, service marks, trade names, licenses, copyrights andproprietary or other confidential information currently employed by it inconnection with its business (collectively, “**intellectualproperty rights**”), except, in each case, where the failure to do sowould not, individually or in the aggregate, have a Material Adverse Effect;and neither the Borrower nor any of its Subsidiaries has received any notice ofinfringement of or conflict with asserted rights of others with respect to anyintellectual property rights that, if determined adversely to the Borrower orany of its Subsidiaries, could individually or in the aggregate have a MaterialAdverse Effect.

**11.11**                Adequate insurance

The Borrower and each of itsSignificant Subsidiaries has, where relevant, applied for insurance with aninsurer or insurers of sufficient standing against such losses and risks and insuch amounts as are prudent and customary in the businesses in which they areengaged in the jurisdiction where they operate, respectively; the Borrower andeach of its Significant Subsidiaries has not been refused any insurancecoverage sought or applied for; and the Borrower and each of its SignificantSubsidiaries, where relevant, has no reason to believe that they will not beable to obtain, within 60 days of the date of the making of the Loan, suchcoverage as may be necessary to continue their business at a cost that wouldnot have a Material Adverse Effect.

**11.12**               No withholding or similar tax

Under current laws and regulations ofRussia and Luxembourg and any respective political subdivisions thereof, andbased upon the representations of the Lender set forth in Clause 8.6(Representations of the Lender) hereof, all payments of principal and/orinterest, Additional Amounts, Tax Indemnity Amounts or any other amountspayable on or in respect of the Loan may be paid by the Borrower to the Lenderin U.S. dollars and will not be subject to Taxes under laws and regulations ofRussia and Luxembourg, or any political subdivision or Taxing Authority thereofor therein, respectively, and will otherwise be free and clear of any otherTax, duty, withholding or deduction in Luxembourg, Russia, or any politicalsubdivision or Taxing Authority thereof or therein (provided, however, that theBorrower makes no representation as to any income or similar Tax of Luxembourg(or any Qualifying Jurisdiction) which may be assessed thereon) and without thenecessity of obtaining any governmental authorisation in Russia or Luxembourgor any political subdivision or Taxing Authority thereof or therein.

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**11.13**               Not an investment company

Without regard to the number or natureof the holders of their securities the Borrower is not and, after giving effectto the Loan and the application of the proceeds thereof will not be, requiredto register as an “investment company” as defined in the U.S. InvestmentCompany Act of 1940, as amended.

**11.14****                ****Rating**

No Rating Agency (a) has imposed (orhas informed the Borrower that it is considering imposing) any condition(financial or otherwise) on the Borrower’s retaining any rating assigned to theBorrower or any securities of the Borrower or (b) has indicated to the Borrowerthat it is considering (i) the downgrading, suspension or withdrawal of, or anyreview for a possible change that does not indicate the direction of thepossible change in, any rating so assigned or (ii) any change in the outlookfor any rating of the Borrower, as applicable, or any securities of theBorrower.

**11.15**               No liquidation or similar proceedings

No receiver or liquidator (or similarperson) has been appointed in respect of the Borrower or any Subsidiary of theBorrower or in respect of any part of the assets of the Borrower or anySubsidiary of the Borrower; no resolution, order of any court, regulatory body,governmental body or otherwise, or petition or application for an order, hasbeen passed, made or presented for the winding up of the Borrower or any Subsidiaryof the Borrower or for the protection of the Borrower or any such Subsidiaryfrom its creditors; and the Borrower has not, and no Subsidiary of the Borrowerhas, stopped or suspended payments of its debts, become unable to pay its debtsor otherwise become insolvent except, with respect to a Subsidiary of theBorrower, any such occurrence that (i) is in the ordinary course of, andincidental to, a reorganisation of the Group otherwise not prohibited by thisAgreement and (ii) would not result in a Material Adverse Effect.

**11.16**               Certificates

Each certificate signed by anydirector or officer of the Borrower and delivered to the Lender or counsel forthe Lender on the date of the making of the Loan shall be deemed to be arepresentation and warranty by the Borrower to the Lender as to the matterscovered thereby.

**11.17**               *Pari passu*obligations

The obligations of the Borrower underthis Agreement will rank at least *pari passu*in right of payment with all other unsecured and unsubordinated obligations ofthe Borrower, except as otherwise provided by mandatory provisions ofapplicable law.

**11.18**               No stamp taxes

Under the laws of Russia in force atthe date hereof, it is not necessary that any stamp, registration or similarTax be paid on or in relation to this Agreement.

**11.19**               No events of default

No event has occurred or circumstancesarisen which would (whether or not with the giving of notice and/or the passageof time) constitute an event described in Clause 15 (Events of Default).

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**11.20**               Health, safety and environment

Each of the Borrower and itsSubsidiaries is in compliance with all statutes, and all rules, regulations,requirements, decisions and orders of, and agreements with, any governmentalagency or body and any court, relating to the protection of human health andsafety (including occupational health and safety), the use, handling,transportation, disposal or release of hazardous or toxic substances, or theprotection or restoration of the environment (collectively, “**hse laws**”), and has received, and is incompliance with all terms and conditions of, all permits, licenses or otherapprovals required of it under applicable hse laws in order to conduct itsbusiness, except, in each case, where the failure to be in compliance with orreceive such permits, licenses or other approvals would not, individually or inthe aggregate, have a Material Adverse Effect;

Neither the Borrower nor any of itsSubsidiaries is subject to any claims, costs or liabilities associated with anyhse laws (including, without limitation, any capital or operating expendituresrequired for clean-up, closure of properties or compliance with hse laws or toacquire or comply with the terms and conditions of any permit, license orapproval under any hse laws, any constraints on operating activities and anypotential liabilities to third parties) which could, individually or in theaggregate, have a Material Adverse Effect; and, to the best of the Borrower’sknowledge, having made all due inquiries, there are no past or present events,conditions, circumstances, activities, practices, incidents or actions thatwould be reasonably likely to give rise to such costs, liabilities or claims;

**11.21**               Repetition

Each of the representations andwarranties in Clause 11 (Representations and Warranties of the Borrower) shallbe deemed to be repeated by the Borrower on the date of the making of the Loanand each of Clause 11.1 (Due Organisation) (solely with respect to the Borrowerand provided that, upon the occurrence of a merger or sale of assets pursuantto Clause 14.6 (Mergers and Similar Transactions), the Borrower is theSurviving Entity), Clause 11.2 (Authorisations) Clause 11.3 (No Conflict) andClause 11.8 (Litigation and Contracts) (solely with respect to any legal orgovernmental proceedings pending or, to the best knowledge of the Borrower,threatened in writing delivered to the Borrower, before any court, tribunal,arbitration panel or Agency challenging the lawfulness, validity orenforceability of this Agreement (except for any such proceedings as may havebeen disclosed in writing by the Borrower to the Lender prior to the relevantdate of repetition) shall be deemed to be repeated and updated on each InterestPayment Date. The Borrower shall inform the Lender in writing of any breach orprospective breach of such deemed repeated representations and warranties assoon as it becomes aware of the same.

**12**                               Representations and Warranties of the Lender

In addition to the representations andwarranties set forth in Clause 8.6 (Representations of the Lender), the Lendermakes the representations and warranties set out in Clause 12.1 (Status) toClause 12.4 (No Conflicts), inclusive, and acknowledges that the Borrower hasentered into this Agreement in reliance on those representations and warranties.

**12.1**                     Status

The Lender is duly incorporated underthe laws of Luxembourg and is resident in Luxembourg for taxation purposes andhas full corporate power and authority to enter into

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this Agreement and any otheragreements relating to the agreed funding source, and to undertake and performthe obligations expressed to be assumed by it herein and therein.

**12.2**                     Authorisation

Each of this Agreement and any otheragreements entered into in connection with the agreed funding source has beenduly authorised, executed and delivered by the Lender, and is a legal, validand binding obligation of the Lender, enforceable against the Lender inaccordance with its terms, except that the enforcement thereof may be subjectto bankruptcy, insolvency, fraudulent conveyance, reorganisation, moratoriumand other similar laws relating to or affecting creditors’ rights generally andgeneral equitable principles.

**12.3**                     Consents and approvals

All authorisations, consents andapprovals required by the Lender for or in connection with the execution ofthis Agreement and any other agreements relating to the agreed funding sourceand the performance by the Lender of the obligations expressed to be undertakenin such agreements have been obtained and are in full force and effect.

**12.4**                     No conflicts

The execution of this Agreement andany other agreements relating to the agreed funding source and the undertakingand performance by the Lender of the obligations expressed to be assumed by itherein and therein will not conflict with, or result in a breach of or defaultunder, the laws of Luxembourg or the constitutive documents of the Lender.

**13**                               Financial Information

The Borrower will, at its own expense,so long the Loan remains outstanding, furnish to the Lender, copies of allreports and other communications (financial or other) furnished to stockholdersof the Borrower and furnish to the Lender, (i) as promptly as practicable,copies of any reports and financial statements furnished to or filed with anysecurities exchange (other than any securities exchange in Russia) on which anyclass of securities of the Borrower is listed (such financial statements to beon a consolidated basis and prepared in accordance with U.S. GAAP consistentlyapplied with the preceding period); and (ii) such additional publicly availableinformation concerning the business and financial condition of the Borrower asthe Lender may from time to time reasonably request. In addition, the Borrowershall furnish to the Lender, such information as the London Stock Exchange plc(or any other or further stock exchange or stock exchanges or any otherrelevant authority or authorities on which the instruments issued to the agreedfunding source may, from time to time, be listed or admitted to trading) mayrequire in connection with the listing or admittance to trading on such stockexchange or relevant authority of instruments issued to the agreed fundingsource.

(i) On each anniversary of thisAgreement and (ii) within 14 days of any request by the Lender, the Borrower shalldeliver to the Lender (and, following the execution of any other agreementsentered into in connection with the agreed funding source, to the partydesignated by such agreements) an Officers’ Certificate (a) stating that to thebest of each of the Officers’ knowledge (i) the Borrower has kept, observed,performed and fulfilled each and every covenant, and complied with thecovenants and conditions contained in this Agreement and (ii) the Borrower isnot in default in the performance or observance of any of the terms, provisionsand conditions hereof (or, if a Default or Event of Default shall

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have occurred, describing all suchDefaults or Events of Default of which he may have knowledge) and (b) settingout the calculations of the ratios set out in Clause 14.10 and 14.13 and (c)identifying, as at a date no more than 14 days before the date of suchcertificate, those Subsidiaries which are Significant Subsidiaries.

The Borrower will within 14 days of any reasonable request by theLender provide the Lender with such further information other than informationwhich the Borrower determines in good faith to be confidential about thebusiness and financial condition of the Borrower and its Subsidiaries as theLender may require (including (i) information deliverable pursuant to Clause13.1.5 of the Trust Deed and (ii) an Officers’ Certificate pursuant to Clause13.1.5 of the Trust Deed detailing any instruments issued in respect of theagreed funding source held by or on behalf of the Borrower, its shareholders orany of its Subsidiaries).

**14**                               Covenants

**14.1**                     Liens

The Borrower will not, and will notpermit any of its Subsidiaries to, create, incur, assume or suffer to exist anyLien (other than Permitted Liens) on any asset now owned or hereafter acquired,or any income or profits therefrom, which secures any Indebtedness, unless theLoan and any other sum owing hereunder are secured by a Lien equally andrateably with the Liens securing such other Indebtedness; provided that if suchIndebtedness is subordinated Indebtedness of the Borrower, the Lien securingsuch Indebtedness shall be subordinate or junior to the Lien securing the Loan,with the same relative priority as such Indebtedness shall have with respect tothe Loan.

**14.2**                     Stay, extension and usury laws

The Borrower covenants (to the extentthat it may lawfully do so) that it will not at any time insist upon, plead, orin any manner whatsoever claim or take the benefit or advantage of, any stay,extension or usury law wherever enacted, now or at any time hereafter in force,which may affect the covenants or the performance of this Agreement; and theBorrower (to the extent it may lawfully do so) hereby expressly waives allbenefit or advantage of any such law, and covenants that it will not, by resortto any such law, hinder, delay or impede the execution of any power hereingranted to the Lender (and, following the execution of any other agreementsentered into in connection with the agreed funding source, to the partydesignated by such agreements), but will suffer and permit the execution ofevery such power as though no such law had been enacted.

**14.3**                     Asset sales

The Borrower will not, and will notpermit any of its Subsidiaries to consummate any Asset Sale, unless theproceeds received by the Borrower or such Subsidiary, as the case may be, areat least equal to the Fair Market Value of the assets sold or disposed of (asdetermined in good faith by the Board of Directors of the Borrower or therelevant Subsidiary) and an amount equal to such proceeds (less any costs plusreasonable expenses incurred in relation to such Asset Sale) is either (a)applied to repay permanently any Indebtedness (other than subordinatedIndebtedness) of the Borrower or any Subsidiary or (b) invested in assets(including Capital Stock) of a nature or type that is used or usable in thebusiness of the Borrower or any Subsidiary, being any food and

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beverage business that the Borrower orany such Subsidiary may conduct at the relevant time, in each case within 360days of the date when such proceeds are received.

**14.4**                     Transactions with affiliates and related persons

**14.4.1****           **Subject to sub-clause 14.4.2 below, the Borrower shall not, and shallnot permit any Subsidiary to, directly or indirectly, enter into, permit toexist, renew or extend any transaction or series of related transactions(including, without limitation, the purchase, sale, transfer, assignment,lease, conveyance or exchange of property or assets, or the rendering of anyservice) (each a “**Transaction**”)with, or for the benefit of, any Related Person of the Borrower (or anyAffiliate of such Person) or with, or for the benefit of, any Affiliate of theBorrower, unless any such Transaction or series of related Transactions is madeupon fair and reasonable terms no less favourable to the Borrower or suchSubsidiary, as the case may be, than could be obtained, at the time of suchTransaction or, if such Transaction is pursuant to a written agreement, at thetime of the execution of the agreement providing therefor, in a comparablearms’-length Transaction with, or for the benefit of, a Person that is not aRelated Person of the Borrower (or any Affiliate of such Person) or anAffiliate of the Borrower.

No such Transaction shall beconsummated unless, in the case of a Transaction or series of relatedTransactions involving aggregate consideration equal to or in excess of U.S.$5million, the Borrower or the relevant Subsidiary, as the case may be, obtainsthe approval of its Board of Directors.

**14.4.2****           **The limitations in sub-clause 14.4.1 above shall not limit, and shallnot apply to any Transaction or series of related Transactions solely betweenthe Borrower and any of its Subsidiaries or solely between Subsidiaries of theBorrower.

**14.5**                     Change of control

Upon the occurrence of a Change ofControl, the Borrower shall prepay the Loan, in whole or in part, pursuant toand subject to the conditions described in Clause 7.3 (Prepayment in the eventof a Change of Control), under the definition of Change of Control.

**14.6**                     Mergers and similar transactions

**14.6.1****           **Subject to sub-clause 14.6.2 below the Borrower shall not merge withor into or enter into a transaction whose effect would be similar to that of amerger (including, but not limited to, by way of an acquisition through ashare-for-share exchange or contribution of assets) or sell, convey, transfer,lease or otherwise dispose of all or substantially all of its property andassets (each a “**merger**”) to, anyPerson or permit any Person to merge with or into the Borrower:

(i)           unless the Borrower shall be thecontinuing Person, or the Person (if other than the Borrower) into which theBorrower is merged or that acquired or leased such property and assets of theBorrower (the “**Surviving Entity**”)shall be a company organised and validly existing under the laws of the RussianFederation or any other jurisdiction the organisation of the Surviving Entityunder the laws of which would not, at the time of the relevant transaction,cause the Surviving Entity to be required to provide payments of AdditionalAmounts or Tax Indemnity Amounts, and shall expressly assume, by amendmenthereto, executed and delivered by such 

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Surviving Entity to the Lender (and, following the execution of anyother agreements entered into in connection with the agreed funding source, tothe party designated by such agreements), in form and substance satisfactory tothe Lender (and, following the execution of any other agreements entered intoin connection with the agreed funding source, to the party designated by suchagreements), the due and punctual payment of the principal of and interest onthe Loan, as the case may be, and the due and punctual performance andobservance of all the covenants, conditions and other obligations of theBorrower in respect of the Loan and this Agreement;

(ii)          unless, in the case of a sale,conveyance, transfer, lease or other disposal of all or substantially all ofthe Borrower’s or its relevant Subsidiary’s property and assets, such propertyand assets shall have been transferred as an entirety or substantially anentirety in one transaction or a series of related transactions to one Person;

(iii)         unless immediately before and aftergiving effect to such transaction or series of transactions on a pro formabasis (and treating any Indebtedness which becomes, or is anticipated tobecome, an obligation of the Surviving Entity or any Subsidiary thereof as aresult of such transaction or series of transactions as having been incurred bythe Surviving Entity or such Subsidiary at the time of such transaction orseries of transactions), no Default or Event of Default shall have occurred andbe continuing;

(iv)         unless immediately before and aftergiving effect to such transaction or series of transactions on a pro formabasis (and treating any Indebtedness which becomes, or is anticipated tobecome, an obligation of the Surviving Entity or any Subsidiary thereof as aresult of such transaction or series of transactions as having been incurred bythe Surviving Entity or such Subsidiary at the time of such transaction orseries of transactions) the Borrower or its Subsidiaries, or any Personbecoming the successor obligor of the Loan would be able to incur an additional$1.00 of Indebtedness pursuant to Clause 14.10 (Financial Covenant) hereof; and

(v)          unless the Borrower delivers to theLender (and, following the execution of any other agreements entered into inconnection with the agreed funding source, to the party designated by suchagreements) an Officers’ Certificate (attaching the arithmetic computations todemonstrate compliance with Clause 14.10 (Financial Covenant) hereof) and anopinion of counsel reasonably acceptable to the Lender, each in form andsubstance satisfactory to the Lender (and, following the execution of anysupplemental agreements entered into in connection with the agreed fundingsource, to the party designated by such agreements) and in each case statingthat such, merger or transfer and such supplemental agreement comply with thisprovision, that all legal conditions precedent provided for herein relating tosuch transaction have been complied with and that this Agreement and the Loanconstitute legal, valid and binding obligations of the Surviving Entity,enforceable in accordance with their terms, subject, in the case of the opinionof counsel, to customary exceptions, qualifications and limitations.

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**14.6.2****           **The restrictions in sub-clauses 14.6.1(ii) and the Officers’Certificate referred to in (v) above shall not apply to any mergers between theBorrower and any of the Subsidiaries. The restrictions in sub-clauses 14.6.1(v)above shall not apply to any mergers between the Borrower and any of theSubsidiaries if: (i) both relevant entities are incorporated in Russia, (ii)both relevant entities have no business presence or tax residency outsideRussia, and (iii) the Borrower (in the event of a merger involving theBorrower), is the Surviving Entity.

**14.7**                     Maintenance of authorisations

So long as any amount remainsoutstanding hereunder:

**14.7.1****           **the Borrower shall, and it shall procure that each of its SignificantSubsidiaries shall take all necessary action to obtain and do or cause to bedone all things necessary, in the opinion of the Borrower or the relevantSignificant Subsidiary, to ensure the continuance of its corporate existence,its business and intellectual property relating to its business;

**14.7.2****           **the Borrower shall make or cause to be made all registrations,recordings and filings, and shall obtain and maintain all consents, licences,approvals and authorisations, which may at any time be required to be obtainedor made in Russia or any other relevant jurisdiction for the purposes of theexecution, delivery or performance of this Agreement and for the validity andenforceability thereof; and

**14.7.3****           **if any regulation, decree, consent, approval, licence or otherauthority necessary to enable the Borrower to enter into or perform itsobligations under this Agreement or for the validity or enforceability thereofexpires or is withheld, revoked or terminated or otherwise ceases to remain infull force and effect or is modified in a manner which adversely affects anyrights or claims of the Lender (and, following the execution of any otheragreements entered into in connection with the agreed funding source, of theparty designated by such agreements) the Borrower shall ensure compliance withany such regulation, decree or other law or rule and/or take such action aswould allow it, notwithstanding the coming into force of any such regulation,decree or other law or rule or such revocation of an approval, licence or otherauthority, to execute, deliver and perform this Agreement and maintain itsvalidity and enforceability (including any rights or claims of the Lender (and,following the execution of any other agreements entered into in connection withthe agreed funding source, of the party designated by such agreements));

provided that, in any case if theBorrower or as the case may be, the relevant Significant Subsidiary can remedyany failure to comply with (i) and (ii) above and can remedy any eventcontemplated by (iii) above within 60 days of such failure or of the occurrenceof such event, then this covenant shall be deemed not to have been breached.

**14.8**                     Maintenance of property

So long as any amount remainsoutstanding hereunder, the Borrower and its Significant Subsidiaries will causeall property used in the conduct of its or their business to be maintained andkept in good condition, repair and working order and supplied with allnecessary equipments and shall cause to be made all necessary repairs,renewals, replacements and improvements thereof, all as, in the judgments ofthe Borrower or any

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Significant Subsidiary, may bereasonably necessary so that the business carried on in connection therewithmay be properly conducted at all times.

**14.9**                     Payment of taxes

The Borrower shall, and shall causeeach of its Subsidiaries to pay or discharge, before the same shall becomeoverdue all Taxes, assessments and governmental levies, except (i) as contestedin good faith and by appropriate proceedings and for which adequate reserves,as determined by the Borrower, in accordance with appropriate accountingprovisions have been made or (ii) the amount of which, together with all suchother unpaid and undischarged Taxes, assessments and governmental levies doesnot in aggregate exceed U.S.$15 million.

**14.10**              Financial and Guarantee covenants

The Borrower shall not, and shall notpermit any Subsidiary to, incur any Indebtedness, other than:

**14.10.1****    **theLoan; and

**14.10.2****    **anyIndebtedness in circumstances where: (1) no Event of Default shall haveoccurred and be continuing at the time or would occur as a consequence of theincurrence of such Indebtedness, and (2) after giving effect to the incurrenceof such Indebtedness on a pro forma basis and the receipt and application ofthe proceeds therefrom, immediately after such incurrence the ratio of theconsolidated Indebtedness to Consolidated EBITDA is 5:1 or lower.

If at any time the ratio of the Borrower’s consolidated Indebtedness toConsolidated EBITDA is equal to or higher than 3.75:1 (the “Trigger Date”)after giving effect to the incurrence of any proposed Indebtedness and thereceipt and application of the proceeds therefrom on a pro forma basis, theBorrower will cause each Subsidiary that (i) is on the Trigger Date a guarantorof the Borrower’s loan agreement (the “2008 Loan Agreement”) relating to theUS$150,000,000 8.5% Loan Participation Notes due 2008 (the “2008 Notes”) or(ii) if the 2008 Notes are not outstanding on the Trigger Date, would have beena guarantor of the 2008 Loan Agreement on the Trigger Date pursuant to theterms of the 2008 Loan Agreement as of the date of this Agreement, to executeand deliver a guarantee of the Loan in the form attached as Exhibit A hereto.

**14.11**               No limitation on dividend or other payments affecting Subsidiaries

**14.11.1****     **Subjectto sub-clause 14.11.2 below, the Borrower shall not, and shall not cause orpermit any of its Subsidiaries to, directly or indirectly create or otherwisecause or permit to exist or become effective any encumbrance or restriction onthe ability of any Subsidiary to:

(i)           pay dividends or make any otherdistributions on or in respect of its Capital Stock to the Borrower or anySubsidiary of the Borrower or pay any Indebtedness owed to the Borrower or anysuch Subsidiary;

(ii)          make loans or advances to, orguarantee any Indebtedness or other obligations of the Borrower or anySubsidiary of the Borrower; or

(iii)         transfer any of its property or assetsto the Borrower or any of the Borrower’s Subsidiaries.

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**14.11.2****     **Theprovisions of sub-clause 14.11.1 above shall not restrict any encumbrance orrestriction:

(i)           arising solely by operation of law;

(ii)          existing under an agreement in effecton the date hereof; provided, however, that the terms, conditions and scope ofany such encumbrance or restriction included in any such agreement may beamended only if:

(a)        such amended encumbrance orrestriction, when taken together with all the other encumbrances andrestrictions in such agreement (as amended), will not be materially morerestrictive or disadvantageous (A) to the agreed funding source or the Borrowerthan the encumbrance or restriction being amended or (B) to the Borrower thanis customary in comparable transactions (in each case, as determined by theBorrower); and

(b)        the amended terms, conditions andscope of any such amended encumbrance or restriction, when taken together withthe terms, conditions and scope of all the other encumbrances and restrictionsin such agreement (as amended), will not materially adversely affect theBorrower’s ability to make principal or interest payments on the Loan (asdetermined by the Borrower); or

(iii)         contained in the terms of anyIndebtedness incurred in compliance with Clause 14.10 (Financial Covenant)hereof or in any agreement pursuant to which such Indebtedness was issued, if:

(a)        the encumbrances and restrictions inany such agreement, when taken as a whole, will not be materially morerestrictive or disadvantageous to the Borrower than is customary in comparabletransactions (as determined by the Borrower); and

(b)        the terms, conditions and scope of anysuch encumbrances and restrictions in any such agreement, when taken as awhole, will not materially adversely affect the Borrower’s ability to makeprincipal or interest payments on the Loan (as determined by the Borrower);

**14.12**              Insurance

The Borrower and each of itsSignificant Subsidiaries will obtain and maintain insurance with an insurer orinsurers of sufficient standing against such losses and risks and in suchamounts as are prudent and customary in the businesses in which they areengaged in the jurisdiction where they operate, respectively, at a cost thatwould not have a Material Adverse Effect; provided that if the Borrower or any suchSubsidiary can remedy any failure to comply with the above within 30 days, thiscovenant shall be deemed not to have been breached.

**15**                               Events of Default

**15.1**                     Circumstances which constitute Events of Default

Each of the following constitutes an “**Event of Default**” with respect to the Loan:

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**15.1.1****           **default by the Borrower in the payment of principal of (or premium,if any, on) the Loan, in the currency and in the manner provided herein whenthe same becomes due and payable at maturity, upon acceleration, redemption orotherwise;

**15.1.2****           **default by the Borrower in the payment of interest on the Loan, inthe currency and in the manner provided herein when the same becomes due andpayable if such default continues for a period of 15 Business Days;

**15.1.3****           **failure by the Borrower to prepay the Loan in accordance with Clause14.5 (Change of Control) hereof;

**15.1.4****           **default by the Borrower in the performance or breach of any otherprovisions of this Agreement (except in relation to the representations andwarranties of the Borrower and Clause 14.7 (Maintenance of Authorisations)) and(except where in any such case that failure is not capable of remedy) thatfailure continues for a period of 30 days following the submission by theLender of a notice in writing requiring the breach to be remedied;

**15.1.5****           **a failure to comply with Clause 14.7 hereof (Maintenance ofAuthorisations);

**15.1.6****           **any representation and warranty of the Borrower in this Agreement orin any other documents, certificate or notice delivered to the Lender inconnection with this Agreement or any instruments issued to the agreed fundingsource proves to be inaccurate, incomplete or misleading in any materialrespect at the time it was made or repeated or deemed to have been made orrepeated if not remedied within 30 days;

**15.1.7****           **any Indebtedness of either the Borrower or any of its Subsidiaries isnot paid when due (taking into account any originally applicable grace period),or any Indebtedness of either the Borrower or any of its Subsidiaries is eitherdeclared to be or otherwise becomes due and payable prior to its StatedMaturity (otherwise than at the option of the Borrower or any of itsSubsidiaries, as the case may be, or (provided that no Event of Default hasoccurred) any person entitled to such Indebtedness; provided, however, that thetotal amount of such Indebtedness which is not paid when due or becomes due andpayable prior to its Stated Maturity is equal to or greater than U.S.$15million (or its equivalent in another currency) disregarding any guarantee ofthe Borrower or its Subsidiaries given in respect of such Indebtedness owed bythe Borrower or its Subsidiaries, as the case may be;

**15.1.8****          **any final judgment or order (notcovered by insurance) for the payment of money in excess of U.S.$10 million(or, to the extent non-U.S. dollar denominated, the U.S. dollar equivalentof such amount) in the aggregate for all such final judgments or orders againstall such Persons (treating any deductibles, self-insurance or retention as notso covered) shall be rendered against the Borrower or any SignificantSubsidiary and shall not be paid or discharged, and there shall be any periodof 60 consecutive calendar days following entry of the final judgment or orderthat causes the aggregate amount for all such final judgments or ordersoutstanding and not paid or discharged against all such Persons to exceedU.S.$10 million (or, to the extent non-U.S. dollar denominated, the U.S.dollar equivalent of such amount) during which a stay of enforcement of suchfinal judgment or order, by reason of a pending appeal or otherwise, shall notbe in effect;

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**15.1.9****           **the validity of this Agreement is contested by the Borrower or theBorrower shall deny any of its obligations under this Agreement; or it is, orwill become, unlawful for the Borrower to perform or comply with any of itsobligations under or in respect of this Agreement or any of such obligationsshall become unenforceable or cease to be legal, valid and binding,;

**15.1.10****    **adecree, judgment, or order by any Agency or a court of competent jurisdictionshall have been entered adjudging the Borrower or any of its SignificantSubsidiaries as bankrupt or insolvent, or approving as properly filed apetition seeking reorganisation of the Borrower or any of its SignificantSubsidiaries under any bankruptcy or similar law, and such decree or ordershall have continued undischarged and unstayed for a period of 60 days; or adecree or order of a court of competent jurisdiction over the appointment of areceiver, liquidator, trustee, or assignee in bankruptcy or insolvency of theBorrower or any of its Significant Subsidiaries, or any substantial part of theassets or property of any such Person, or for the winding up or liquidation ofthe affairs of any such Person, shall have been entered, and such decree,judgment or order shall have remained in force undischarged and unstayed for aperiod of 60 days; or

**15.1.11****     **theBorrower or any of its Significant Subsidiaries shall institute proceedings tobe adjudicated a voluntary bankrupt, or shall consent to the filing of abankruptcy proceeding against it, or shall file a petition or answer or consentseeking reorganisation under any bankruptcy or similar law or similar statute,or shall consent to the filing of any such petition, or shall consent to theappointment of a custodian, receiver, liquidator, trustee or assignee inbankruptcy or insolvency of it or any substantial part of its assets orproperty, or shall make a general assignment for the benefit of creditors, orshall admit in writing its inability to pay its debts generally as they becomedue, or shall, within the meaning of any bankruptcy law, become insolvent, failgenerally to pay its debts as they become due, or takes any corporate action infurtherance of or to facilitate, conditionally or otherwise, any of theforegoing.

**15.2**                     Rights of Lender upon occurrence of an Event of Default

**15.2.1****           **If an Event of Default occurs under this Agreement and is continuing,the Lender (and, following the execution of any other agreements entered intoin connection with the agreed funding source, the party designated by suchagreements) may, by written notice (an “**AccelerationNotice**”) to the Borrower, if the Lender, (and, following theexecution of any other agreements entered into in connection with the agreedfunding source, the party designated by such agreements) receives writteninstructions from the agreed funding source,

(i)           declare the obligations of the Lenderhereunder to be terminated, whereupon such obligations shall terminate, and

(ii)          declare the principal amount of,premium, if any, and accrued and unpaid interest, Additional Amounts and TaxIndemnity Amounts, if any, on the Loan to be immediately due and payable andthe same shall become immediately due and payable,

pursuant to and in accordance with theterms of any agreements entered into in connection with the agreed fundingsource.

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**15.2.2****           **If an Event of Default specified in Clause 15.1.8, 15.1.9 or 15.1.10occurs with respect to the Borrower or any of its relevant SignificantSubsidiaries, the obligations of the Lender hereunder shall immediatelyterminate, and the principal amount of, premium, if any, and accrued and unpaidinterest, Additional Amounts and Tax Indemnity Amounts, if any, on the Loanthen outstanding shall ipso facto become and be immediately due and payablewithout any declaration or other act on the part of the Lender (and, followingthe execution of any other agreements entered into in connection with theagreed funding source, of the party designated by such agreements), all withoutdiligence, presentment, demand of payment, protest or notice of any kind, whichare expressly waived by the Borrower.

**15.3**                     Other remedies

If an Event of Default occurs and iscontinuing, the Lender by notice to the Borrower (and, following the executionof any other agreements entered into in connection with the agreed fundingsource, the party designated by such agreements) may pursue any availableremedy to collect the payment of principal or interest on the Loan or to enforcethe performance of any provision of this Agreement. A delay or omission by theLender (and, following the execution of any other agreements entered into inconnection with the agreed funding source, by the party designated by suchagreements) in exercising any right or remedy accruing upon an Event of Defaultshall not impair the right or remedy or constitute a waiver of or acquiescencein the Event of Default. All remedies are cumulative to the extent permitted bylaw.

**15.4**                     Notification of Default or Event of Default

The Borrower shall promptly onbecoming aware thereof inform the Lender of the occurrence of any Default orEvent of Default and, upon receipt of a written request to that effect from theLender, confirm to the Lender that, save as previously notified to the Lenderor as notified in such confirmation, no Default or Event of Default hasoccurred.

**16**                               Default Interest and Indemnity

**16.1**                     Default Interest Periods

If any sum due and payable by theBorrower hereunder is not paid on the due date therefor in accordance with theprovisions of Clause 19 (Payments) or if any sum due and payable by theBorrower under any judgement of any court in connection herewith is not paid onthe date of such judgment, the period beginning on such due date or, as thecase may be, the date of such judgment and ending on the date upon which theobligation of the Borrower to pay such sum (the balance thereof for the timebeing unpaid being herein referred to as an “**unpaidsum**”) is discharged shall be divided into successive periods, eachof which, other than the first, shall start on the last day of the precedingsuch period and the duration of each of which shall, except as otherwiseprovided in this Clause 16 (Default Interest and Indemnity), be selected by theLender, but shall in any event not be longer than one month.

**16.2**                     Default Interest

During each such period relatingthereto as is mentioned in Clause 16.1 (Default Interest Periods) an unpaid sumshall bear interest at a rate per annum equal to the Interest Rate.

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**16.3**                     Payment of Default Interest

Any interest which shall have accruedunder Clause 16.2 (Default Interest) in respect of an unpaid sum shall be dueand payable and shall be paid by the Borrower at the end of the period byreference to which it is calculated or on such other dates as the Lender mayspecify by written notice to the Borrower.

**16.4**                     Borrower’s indemnity

The Borrower undertakes to indemnifythe Lender against any reasonably incurred and properly documented cost, claim,loss, expense (including legal fees) or liability, together with any VATthereon, which it may sustain or incur as a consequence of the occurrence ofany Event of Default or any default by the Borrower in the performance of anyof the obligations expressed to be assumed by it in this Agreement.

The Borrower also undertakes toindemnify the Lender against any claim, demand, action, liability, damages,cost, loss or expense (including, without limitation, legal fees) arising outof, or in connection with any instruments issued to the agreed funding source,or based on any dispute or issue arising out of, or in connection with, anyinstruments issued to the agreed funding source.

**16.5**                     Unpaid sums as advances

Any unpaid sum shall, for the purposesof this Clause 16 (*Default Interest andIndemnity*) and Clause 10.1 (Increased Costs), be treated as anadvance and accordingly in this Clause 16 (Default Interest and Indemnity) andClause 10.1 (Increased Costs) the term “**Loan**” includesany unpaid sum and the term “**Interest Period,**”in relation to an unpaid sum, includes each such period relating thereto as ismentioned in Clause 16.1 (Default Interest Periods).

**17**                               Amendments to Agreed Funding Source Agreements

Any amendment to, or waivers of anyprovision of, any agreements entered into in connection with the agreed fundingsource shall be prohibited without the express written consent of the Borrower,which consent shall not be unreasonably withheld (other than amendments orwaivers that are made pursuant to any legal, regulatory or accounting requirement,with respect to which the Lender shall consult with the Borrower to the extentreasonably practicable).

**18**                               Currency of Account and Payment

**18.1**                     Currency of account

The U.S. dollar is the currency of account and payment for each andevery sum at any time due from the Borrower hereunder.

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**18.2**                     Currencyindemnity

If any sum due fromthe Borrower under this Agreement or any order or judgment given or made inrelation hereto has to be converted from the currency (the “**first currency**”) in which the same ispayable hereunder or under such order or judgment into another currency (the “**second currency**”) for the purpose of (a)making or filing a claim or proof against the Borrower, (b) obtaining an orderor judgment in any court or other tribunal or (c) enforcing any order orjudgment given or made in relation hereto, the Borrower shall indemnify andhold harmless the Lender from and against any loss suffered or reasonablyincurred as a result of any discrepancy between (i) the rate of exchange usedfor such purpose to convert the sum in question from the first currency intothe second currency and (ii) the rate or rates of exchange at which the Lendermay in the ordinary course of business purchase the first currency with thesecond currency upon receipt of a sum paid to it in satisfaction, in whole orin part, of any such order, judgment, claim or proof.

**19**                               Payments

**19.1**                     Paymentsto the Lender

On each date on which this Agreement requires an amount denominatedin U.S. dollars to be paid by the Borrower, the Borrower shall make the sameavailable to the Lender by payment in U.S. dollars and in same day funds onsuch date, or in such other funds as may for the time being be customary inLondon for the settlement in London of international banking transactions inU.S. dollars, to the Account. The Borrower shall procure that the bankeffecting payment on its behalf confirms to the Lender or to such person as theLender may direct by tested telex or authenticated SWIFT message three BusinessDays prior to the date that such payment is required to be made by thisAgreement the paymentinstructions relating to such payment.

**19.2**                     Alternativepayment arrangements

If, at any time, it shall become impracticable, by reason of anyaction of any governmental authority or any Change of Law, exchange controlregulations or any similar event, for the Borrower to make any paymentshereunder in the manner specified in Clause 19.1 (Payments to the Lender), thenthe Borrower may agree with the Lender alternative arrangements for suchpayments to be made; provided that, in the absence of any such agreement, theBorrower shall be obliged to make all payments due to the Lender in the mannerspecified herein.

**19.3**                     Noset-off

All payments required to be made by the Borrower hereunder shall becalculated without reference to any set-off or counterclaim and shall be madefree and clear of and without any deduction for or on account of any set-off orcounterclaim.

**20**                               Costs and Expenses

**20.1**                     Transactionexpenses and fees

The Borrower agrees to pay the Lender a fee, pursuant to the Fee Letter.

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**20.2**                     Preservationand enforcement of rights

The Borrower shall,from time to time on demand of the Lender and following receipt from the Lenderof a description in writing in reasonable detail of the relevant costs andexpenses, together with the relevant supporting documents evidencing thematters described therein, reimburse the Lender for all costs and expenses,including legal fees, together with any VAT thereon properly incurred in or inconnection with the preservation and/or enforcement of any of its rights underthis Agreement except where the relevant claim is successfully defended by theBorrower.

**20.3**                     Stamptaxes

The Borrower shall pay all stamp, registration and other similarTaxes to which this Agreement or any judgement given against the Borrower inconnection herewith is or at any time may be subject and shall, from time totime on demand of the Lender, indemnify the Lender against any properlydocumented liabilities, costs, expenses and claims resulting from any failureto pay or any delay in paying any such Tax.

**20.4**                     Lender’scosts

The Borrower shall, from time to time on demand of the Lender, andwithout prejudice to the provisions of Clause 20.2 (Preservation andEnforcement of Rights), compensate the Lender at such daily and/or hourly ratesas the Lender shall from time to time reasonably determine for the time andexpenditure, all costs and expenses (including telephone, fax, copying, traveland personnel costs) reasonably incurred and properly documented by the Lenderin connection with its taking such action as it may deem appropriate or incomplying with any request by the Borrower in connection with:

**20.4.1****           **the granting or proposed granting ofany waiver or consent requested hereunder by the Borrower;

**20.4.2****           **any actual breach by the Borrower ofits obligations hereunder; or

**20.4.3****           **any amendment or proposed amendmenthereto requested by the Borrower.

**21**                               Assignments and Transfers

**21.1**                     Bindingagreement

This Agreement shall be binding upon and inure to the benefit of eachparty hereto and its or any subsequent successors and assigns.

**21.2**                     Noassignments and transfers by the Borrower

The Borrower shall not be entitled to assign or transfer all or anyof its rights, benefits and obligations hereunder, except as permitted underClause 14.6 (Mergers and Similar Transactions).

**21.3**                     Assignmentsby the Lender

**21.3.1****           **Prior to an Event of Default, theLender may (i) on or at any time after the date hereof assign all or any of itsrights and benefits hereunder or transfer all or any of its rights, benefitsand obligations hereunder (save for (x) its rights to principal, interest andother amounts paid and payable under this Agreement and (y) its right toreceive amounts paid and payable under any claim, award or judgment relating 

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to this Agreement in favourof the agreed funding source (other than any rights arising under the indemnityin relation to instruments issued to the agreed funding source described in thesecond paragraph of Clause 16.4 (Borrower’s Indemnity)) (the “**afs indemnity**”)) to or on behalf of theagreed funding source or, in the case of an assignment of the afs indemnity, toany relevant party who suffers or incurs, as the case may be, any claim,demand, action, liability, damages, cost, loss or expense (including, withoutlimitation, legal fees) arising out of, or in connection with, or based on anydispute or issue arising in connection with the agreed funding source;****and (ii) subject to the prior writtenconsent of the Borrower (such consent not to be unreasonably withheld ordelayed) and except as may be otherwise specifically provided under theagreements entered into in connection with the agreed funding source, assignall or any of its rights and benefits hereunder or transfer all or any of itsrights, benefits and obligations hereunder to any company which, as a result ofany amalgamation, merger or reconstruction or which, as a result of anyagreement with the Lender, or any previous substitute, owns beneficially thewhole or substantially the whole of the undertaking, property and assets ownedby the Lender prior to such amalgamation, merger, reconstruction or agreementcoming into force and where, in the case of any company which will own thewhole or substantially the whole of the undertaking, property or assets of the Lender,the substitution of that company as principal debtor in relation to the agreedfunding source would not be materially prejudicial to the interests of theagreed funding source or the Borrower. Any reference in this agreement to anysuch assignee or transferee pursuant to sub-clause (ii) of this Clause 21.3.1shall be construed accordingly and, in particular, references to the rights,benefits and obligations hereunder of the Lender, following such assignment ortransfer, shall be references to such rights, benefits or obligations by theassignee or transferee.

**21.3.2****           **On or following an Event of Default,the Lender may, by notice to the Borrower, assign all or any of its rights andbenefits hereunder or transfer all or any of its rights, benefits and obligationshereunder to the agreed funding source, or any assignee or transferee appointedin connection with the agreed funding source. Any reference in this agreementto any such assignee or transferee shall be construed accordingly and, inparticular, references to the rights, benefits and obligations hereunder of theLender, following such assignment or transfer, shall be references to suchrights, benefits or obligations by the assignee or transferee appointed inconnection with the agreed funding source.

**21.3.3****           **Anyreference in this Agreement to any party shall be construed accordingly inrelation to 21.3.1 (i) and this Clause 21.3.2 and, in particular, references tothe exercise of rights and discretions or the making of any determination bythe Lender, shall include references to the exercise of such rights ordiscretions by or the making of such determination by the assignee ortransferee appointed in connection with the agreed funding source (in its roleas such). Notwithstanding the foregoing, the assignee or appointee shall not beentitled to participate in any determinations by the Lender or any discussionsbetween the Lender and the Borrower or any agreements of the Lender orBorrower, pursuant to sub-Clauses 8.5, 8.8 and 10.4.

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**22**                               Calculations and Evidence of Debt

**22.1**                     Basisof accrual

Default interest shall accrue from day to day and shall be calculatedon the basis of a year of 360 days consisting of 12 30-day months.

**22.2**                     Evidenceof debt

The Lender shall maintain, in accordance with its usual practice,accounts evidencing the amounts from time to time lent by and owing to ithereunder; in any legal action or proceeding arising out of or in connectionwith this Agreement, in the absence of manifest error and subject to theprovision by the Lender to the Borrower of written information describing inreasonable detail the calculation or computation of such amounts together withthe relevant supporting documents evidencing the matters described therein, theentries made in such accounts shall be conclusive evidence of the existence andamounts of the obligations of the Borrower therein recorded.

**22.3**                     Changeof circumstance certificates

A certificate signed by two authorised signatories of the Lenderdescribing in reasonable detail (a) the amount by which a sum payable to ithereunder is to be increased under Clause 8.1 (Additional Amounts) or (b) theamount for the time being required to indemnify it against any such cost,payment or liability as is mentioned in Clause 8.3 (Tax Indemnity) or Clause 10.1(Increased Costs) shall, in the absence of manifest error, be *prima facie* evidence of the existence andamounts of the specified obligations of the Borrower.

**23**                               Remedies and Waivers, Partial Invalidity

**23.1**                     Remediesand waivers

No failure by the Lender to exercise, nor any delay by the Lender inexercising, any right or remedy hereunder shall operate as a waiver thereof,nor shall any single or partial exercise of any right or remedy prevent anyfurther or other exercise thereof or the exercise of any other right or remedy.The rights and remedies herein provided are cumulative and not exclusive of anyrights or remedies provided by law.

**23.2**                     Partialinvalidity

If, at any time, any provision hereof is or becomes illegal, invalidor unenforceable in any respect under the law of any jurisdiction, neither thelegality, validity or enforceability of the remaining provisions hereof nor thelegality, validity or enforceability of such provision under the law of anyother jurisdiction shall in any way be affected or impaired thereby.

**24**                               Notices; Language

**24.1**                     Communicationsin writing

Each communication to be made hereunder shall be made in writing and,unless otherwise stated, shall be made by fax or letter.

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**24.2**                     Delivery

Any communication or document to be made or delivered by one personto another pursuant to this Agreement shall, unless that other person has by 15calendar days’ written notice to the same specified another address, be made ordelivered to that other person at the address identified with its signaturebelow and shall be effective or when left at that address (in the case of aletter) or when received by the addressee (in the case of a fax). Provided thatany communication or document to be made or delivered by one party to the otherparty shall be effective only when received by such other party and then onlyif the same is expressly marked for the attention of the department or officeridentified with the such other party’s signature below, or such otherdepartment or officer as such other party shall from time to time specify forthis purpose.

**24.3**                     Language

This Agreement shall be signed in English. Each communication anddocument made or delivered by one party to another pursuant to this Agreementshall be in the English language or accompanied by a translation thereof intoEnglish certified by an officer of the person making or delivering the same asbeing a true and accurate translation thereof.

**25**                               Law and Jurisdiction

**25.1**                     Englishlaw

This Agreement is governed by, and shall be construed in accordancewith, English law.

**25.2**                     Englishcourts

Each of the Lender and the Borrower agrees that the courts of Englandshall have jurisdiction to hear and determine any suit, action or proceedings,and to settle any disputes, which arise out of or in connection with thisAgreement (“**Proceedings**”) and, forsuch purposes, irrevocably submit to the jurisdiction of such courts.

**25.3**                     Appropriateforum

Each of the Lender and the Borrower irrevocably waives any objectionwhich it might now or hereafter have to the courts of England being nominatedas the forum to hear and determine any Proceedings and to settle any Disputes,and agrees not to claim that any such court is not a convenient or appropriateforum.

**25.4**                     Serviceof process

The Lender and the Borrower agree that the process by which anyProceedings in England are begun may be served on them by being delivered toUBS Limited and Law Debenture Corporate Services Limited, respectively, ortheir registered offices for the time being. If any such Person mentioned inthis Clause is not or ceases to be effectively appointed to accept service ofprocess on the Lender’s behalf, the Lender shall immediately appoint a furtherPerson in England to accept service of process on its behalf. If such Personmentioned in this Clause is not or ceases to be effectively appointed to acceptservice of process on the Borrowers’ behalf, the Borrower shall immediatelyappoint a further Person in England to accept service of process on its behalf.Nothing in this Clause shall affect the right of either party hereto to serveprocess in any other manner permitted by law.

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**25.5**                     Non-exclusivity

The submission to the jurisdiction of the English courts inaccordance with Clause 25.2 (English courts) hereof shall not, and shall not beconstrued so as to, limit the right of any party hereto to take Proceedings inany other court of competent jurisdiction.

**25.6**                     Consentto enforcement, etc.

Each of the Lender and the Borrower consents generally in respect ofany Proceedings to the giving of any relief or the issue of any process inconnection with such Proceedings including, without limitation, the making,enforcement or execution against any property whatsoever, irrespective of itsuse or intended use, of any order or judgement which is made or given in suchProceedings.

**25.7**                     Arbitration

If any dispute or difference of whatever nature howsoever arises fromor in connection with this Agreement, or any supplement, modifications oradditions thereto (each a “**Dispute**”),the Lender may elect, by notice to the Borrower, to settle such claim byarbitration in accordance with the following provisions. The Borrower herebyagrees that (regardless of the nature of the Dispute) any Dispute may besettled by arbitration in accordance with the UNCITRAL Arbitration Rules (the “**Rules**”) as at present in force by a panelof three arbitrators appointed in accordance with the Rules. The seat of anyreference to arbitration shall be London, England. The procedural law of anyreference to arbitration shall be English law. The language of any arbitralproceedings shall be English. The appointing authority for the purposes setforth in Articles 7(2) and 7(3) of the Rules shall be the London Court ofInternational Arbitration.

**25.8**                     Contracts(Rights of Third Parties) Act 1999

A person who is not a party to this Agreement has no rights under theContracts (Rights of Third Parties) Act 1999 to enforce any term of thisAgreement, but this does not affect any right or remedy of a third party whichexists or is available apart from that Act.

**25.9**                     Counterparts

This Agreement may be signed in two or more counterparts, each ofwhich shall be an original, with the same effect as if the signatures theretoand hereto were upon the same instrument.

**As witness** the hands of the duly authorised representatives of the partieshereto the day and year first before written.

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**Signature Page**

**Borrower**
| **OPEN JOINT STOCK COMPANY WIMM-BILL-DANN FOODS** |
|---------------------------------------------------|
| ** **                                        |
| By:                                               | /s/ T. D. Maher |   |
|                                              |   |
| Title:                                            | CEO |
|                                              |   |
|                                              |   |
| By:                                               | /s/ L. N. Bykovskaya |   |
|                                              |   |
| Title:                                            | Chief Accountant |
|                                                   |  |  |  |

 

Notices:

Open Joint Stock CompanyWimm-Bill-Dann FoodsYauzsky Boulevard 16/15109028 MoscowThe Russian FederationFax: +7 095 105 5805

**Lender**
| **UBS (LUXEMBOURG) S.A.** |
|---------------------------|
| ** **                |
| By:                       | /s/ W. Glesser |   |
|                      |   |
|                      | Director |
|                      |   |
| By:                       | /s/ F. Gerster |   |
|                      |   |
|                      | Director |
|                           |  |  |  |

 

Notices:

UBS (Luxembourg) S.A.36-38 Grand-RueL-1660 LuxembourgFax: +352-45 12 12 703

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**EXHIBIT AForm of Guarantee**

*The following is the text of the Guarantee,excluding the Schedule thereto, which will be entered into between theGuarantors and the Bank:*

**This Deed of Guarantee** is entered into on [·]

**Between**:

**(1)****                             ****[**·**]**and **[**·**]**, and **[**·**]** (each a “**Guarantor**”and collectively, the “**Guarantors**”);and

**(2)****                             ****UBS (LUXEMBOURG) SA.**, a bank established under the laws ofLuxembourg and whose registered office is 36-38 Grand-Rue, L-1660 Luxembourg,Luxembourg (the “**Lender**”).

**Whereas**:

The Lender has agreed, pursuant to the terms of the Loan Agreement,to grant to the Borrower a single disbursement term loan facility in the amountof U.S.$150,000,000 and each Guarantor has agreed to guarantee all theobligations of the Borrower to the Lender under the Loan Agreement on anirrevocable, unconditional, joint and several basis.

**Now this Deed witnesseth** as follows:

**Interpretation**

Terms defined in the Loan Agreement dated 6 February 2007 (the “**Loan Agreement**”) between the Lender and Open Joint StockCompany Wimm-Bill-Dann Foods as Borrower (the “**Borrower**”)shall have the same meaning when used in this Guarantee except as otherwisestated and except that, for the purposes of this Guarantee:

(A)                           the term “**Guarantor**”shall include any of the Borrower’s Subsidiaries from time to time guaranteeingthe obligations of the Borrower under the Loan Agreement;

(B)                             the term “**Subsidiary**”,except as the context otherwise requires, shall be construed as a reference tothe Subsidiary of the relevant Guarantor and shall not be deemed to include anyGuarantor;

(C)                             the term “**SignificantSubsidiary**”, except as the context otherwise requires, shall beconstrued as a reference to the Significant Subsidiary of the relevantGuarantor; and

(D)                            references to the “**Borrower**” in terms defined in the Loan Agreement shall, asthe context requires, be read as references to the “**Guarantor**”.

**1****                                     ****Guarantee and Indemnity**

**1.1****                           ****Guarantee and Indemnity**

Each Guarantor irrevocably and unconditionally jointly and severally:

(a)                               guarantees to the Lender the duepunctual performance by the Borrower of all the Borrower’s obligations underthe Loan Agreement;

(b)                              undertakes with the Lender thatwhenever the Borrower does not pay any amount when due under or in connectionwith the Loan Agreement, that Guarantor shall immediately on demand pay orcause to be paid in full that amount as if it was the principal obligor to theAccount; and

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(c)                                indemnifies the Lender immediately ondemand against any cost, loss or liability suffered by the Lender if anyobligation guaranteed by that Guarantor is or becomes unenforceable, invalid orillegal including any and all reasonable expenses properly documented, such aslegal fees and expenses incurred by the Lender in enforcing any rights underthe Loan Agreement or this Guarantee.

**1.2****                           ****Continuing guarantee**

This Guarantee is a continuing guarantee and extends to the totalbalance of sums payable by the Borrower under the Loan regardless of anyintermediate payment or discharge in whole or in part.

**1.3****                           ****Reinstatement**

If any payment by the Borrower is avoided or reduced or any dischargegiven by the Lender or the agreed funding source (whether in respect of theobligations of the Borrower or any security for those obligations or otherwise)as a result of any insolvency, reorganization or similar event in respect ofthe Borrower:

(a)                                the liability of each Guarantor shallcontinue as if the payment, discharge, avoidance or reduction had not occurred;and

(b)                               the Lender shall be entitled torecover the full amount of such payment from each Guarantor, as if the payment,discharge, avoidance or reduction had not occurred.

**1.4****                           ****Waiver of defences**

As between each Guarantor and the Lender, but without affecting theBorrower’s obligations, each Guarantor will be liable as if it were the soleprincipal debtor and not merely a surety. Accordingly, such Guarantor will notbe discharged nor will its liability be affected, by anything which would notdischarge it or affect its liability if it were the sole principal debtor,including:

(a)                                any time, waiver or consent grantedto, or composition with, the Borrower or other person;

(b)                               the release of the Borrower or anyother person under the terms of any composition or arrangement with any creditorof any member of the Group;

(c)                                the taking, variation, compromise,exchange, renewal or release of, or refusal or neglect to perfect, take up orenforce, any rights against, or security over assets of, the Borrower or otherperson or any non-presentation or non-observance of any formality or otherrequirement in respect of any instrument or any failure to realise the fullvalue of any security;

(d)                               any incapacity or lack of power,authority or legal personality of or dissolution or change in the members orstatus of the Borrower or any other person;

(e)                                any amendment (however fundamental) orreplacement of the Loan Agreement or any other document or security;

(f)                                  any unenforceability, illegality orinvalidity of any obligation of any person under the Loan Agreement or anyother document (including any other guarantee given in respect of the Loan) orsecurity or the absence of any action to enforce the same;

(g)                               any insolvency or similar proceedings;or

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(h)                               any failure by any party to performany requisite due diligence or to present any requisite document, claim, demandfor payment, protest or notice with respect to the Loan Agreement.

**1.5****                           ****Immediate recourse**

Each Guarantor waives any right it may have of first requiring theLender (or any trustee or agent on its behalf) to proceed against or enforceany other rights or security or claim payment from any person before claimingfrom that Guarantor under this Guarantee. This waiver applies irrespective ofany law or any provision of the Loan Agreement to the contrary.

**1.6****                           ****Appropriations**

Until all amounts which may be or become payable by the Borrowerpursuant to the terms of the Loan Agreement have been irrevocably paid in full,the Lender (or any trustee or agent on its behalf) may:

(a)                                refrain from applying or enforcing anyother moneys, security or rights held or received by the Lender (or any trusteeor agent on its behalf) in respect of those amounts, or apply and enforce thesame in such manner and order as it sees fit (whether against those amounts orotherwise) and no Guarantor shall be entitled to the benefit of the same; and

(b)                               hold in an interest-bearing suspenseaccount any moneys received from any Guarantor or on account of any Guarantor’sliability under this Guarantee.

**1.7****                           ****Deferral of Guarantors’ rights**

Until all amounts which maybe or become payable by the Borrowerpursuant to the terms of the Loan Agreement have been irrevocably paid in fullno Guarantor will exercise any rights which it may have by reason of theperformance by it of its obligations under this Guarantee:

(a)                               to be indemnified by the Borrower;

(b)                              to claim any contribution from anyother Guarantor of the Borrower’s obligations under the Loan Agreement; and/or

(c)                               to take the benefit (in whole or inpart and whether by way of subrogation or otherwise) of any rights of theLender under the Loan Agreement or of any other guarantee or security takenpursuant to, or in connection with, the Loan Agreement by the Lender.

**1.8****                           ****Additional security**

This Guarantee is in addition to and is not in any way prejudiced byany other guarantee or security now or subsequently held by the Lender, for theavoidance of doubt including any other guarantee (present or future) given inconnection with the Loan Agreement.

**1.9****                           ****Acceleration**

Each Guarantor further agrees that, as between it, on the one hand,and the Lender, on the other hand, (i) for the purposes of this Guarantee, thematurity of the obligations guaranteed by this Guarantee may be accelerated asprovided in Clauses 7 (Prepayments) and 15 (Events of Default) of the LoanAgreement, notwithstanding any 

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stay, injunction or other prohibition preventing such acceleration inrespect of the obligations guaranteed thereby; provided, however, that if acourt of competent jurisdiction determines that the Loan was improperlyaccelerated pursuant to the terms thereof, then the maturity of suchobligations may not be accelerated for the purposes of this Guarantee, and (ii)in the event of any acceleration of such obligations (whether or not due andpayable) such obligations shall forthwith become due and payable by eachGuarantor for purposes of this Guarantee.

**1.10****                    ****Termination and accession ofGuarantors**

Provided that the Borrower complies with the requirements of Clause14.10 of the Loan Agreement, this Guarantee can be terminated in relation toany Guarantor at any time by the Borrower and the relevant Guarantor withoutthe consent of the Lender (and, following the execution of any agreementsentered into in connection with the agreed funding source, without the consentof the party designated by such agreements) provided that a notice of suchintended termination is delivered to the Lender (and, following the executionof the agreements entered into in connection with the agreed funding source, tothe party designated by such agreements) not later than 15 days before suchintended termination. Should the Borrower become subject to the requirement toprocure additional guarantees in accordance with Clause 14.10 of the LoanAgreement the Subsidiary or Subsidiaries selected by the Borrower to become newor additional Guarantors (each, an “**New Guarantor**”)shall accede to this Guarantee by executing a deed of accession (the “**Deed of Accession**”), the form of which is attached hereto asthe Schedule, with any necessary modifications arising from any applicable lawsor regulations of the jurisdiction of incorporation of the relevant Guarantor.

**2****                                     ****Representations and Warranties ofthe Guarantor**

Each Guarantor makes, in respect of itself, the followingrepresentations and warranties and acknowledges that the Lender has enteredinto the Loan Agreement in reliance on these representations and warranties.

**2.1****                           ****Due Organisation**

The Guarantor and its Subsidiaries have been duly incorporated and isvalidly existing as a legal entity under the laws of its jurisdictions ofincorporation and has full power and authority (corporate and other) to own orlease its properties and conduct its business, except where the failure to doso would not have a material adverse effect in relation to that Guarantor andits subsidiaries taken as a whole (a “**Material Adverse Effect**”);and the Guarantor and each of its Subsidiaries is duly qualified to do businessas a legal entity in all jurisdictions in which its ownership or lease ofproperty or the conduct of its business requires such qualification, exceptwhere the failure to do so would not have a Material Adverse Effect.

**2.2****                           ****Authorisations**

The Guarantor has full corporate power and authority to enter intothis Guarantee, and this Guarantee has been duly authorised, executed anddelivered by that Guarantor, and is a legal, valid and binding obligation ofthat Guarantor, enforceable against that Guarantor in accordance with itsterms, except that the enforcement thereof may be limited by (i) bankruptcy,insolvency, fraudulent transfer, reorganization, moratorium and other similarlaws relating to or affecting creditors’ rights generally and (ii) generalequitable principles 

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(whether considered in a proceeding in equity or at law) and animplied covenant of good faith and fair dealing.

**2.3****                           ****No Conflict**

Neither the Guarantor nor any of its Subsidiaries is in violation ofits charter or by-laws or other constitutive documents; and no default exists,and no event has occurred which, with notice or lapse of time or both, wouldconstitute a default in the due performance and observance of any term,covenant or condition of any agreement or instrument (for the avoidance ofdoubt including this Guarantee) to which the Guarantor or any of itsSubsidiaries is a party or by which the Guarantor or any of its Subsidiaries isbound or to which any of their respective properties is subject, except, ineach case, where such default or event would not, individually or in theaggregate, have a Material Adverse Effect.

The execution, delivery and performance of this Guarantee by theGuarantor, the compliance by the Guarantor with all the provisions hereof andthe consummation of the transactions contemplated hereby (a) will not requireany consent, approval, authorisation or other order of any court, regulatorybody, administrative agency or other governmental body (except as may berequired by any securities laws of any jurisdiction other than Russia,Luxembourg and the United Kingdom) except for such consents, approvals,authorisations or other orders as have been obtained and which are in fullforce and effect and except for such consents as may be obtained within 30 daysof the requirement for such consent arising, (b) will not conflict with orconstitute a breach of any of the terms or provisions of, or constitute adefault under, the charter or other constitutive documents of the Guarantor,(c) will not conflict with or constitute a breach of any agreement, indentureor other instrument to which the Guarantor or any of its Subsidiaries is aparty or by which the Guarantor, any of its Subsidiaries or their respectiveproperty or assets are bound, and (d) will not violate or conflict with anylaws, administrative regulations or rulings or court decrees applicable to thatGuarantor, any of the its Subsidiaries or their respective property, except, inthe case of clause (c), for any conflict, breach or violation which would nothave a Material Adverse Effect.

**2.4****                           ****Financial Statements**

The audited financial statements of the Guarantor and the relatednotes thereto, were prepared in accordance with U.S. GAAP consistently appliedthroughout the periods involved, and present fairly, in all material respects,the financial position of the Guarantor as at the dates at which they wereprepared and the results of the operations and the cash flows of the Guarantorin respect of the periods for which they were prepared. Since the latestaudited financial statements of the Guarantor (a) there has been no materialadverse change in the condition (financial or otherwise) or affecting thebusiness, prospects, financial position, or results of operations of theGuarantor or the Guarantor and its Subsidiaries taken as a whole, whether ornot arising from transaction; in the ordinary course of business; and (b)neither the Guarantor nor any of its Subsidiaries have entered into anytransaction or agreement material to the Guarantor or to the Guarantor and itsSubsidiaries taken as a whole, other than in the ordinary course of business.

**2.5****                           ****No Other Indebtedness**

The Guarantor has no Indebtedness, other than Indebtedness (a) as setforth in the 31 December 200[•] audited consolidated balance sheet of theGuarantor or (b) that in the aggregate would not have a Material AdverseEffect.

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**2.6****                           ****Payment in U.S. Dollars**

All payment obligations of the Guarantor under this Agreement arerequired by the terms hereof to be paid in U.S. dollars, and the Guarantor hasreceived all required approvals, consents, licenses and permissions to make andmay make such payments in U.S. dollars.

**2.7****                           ****Taxes**

Each of the Guarantor and its Subsidiaries that are also SignificantSubsidiaries have duly filed with the appropriate Tax Authorities, or hasreceived an extension for filing with respect to, all tax returns, reports andother information required to be filed by it, and each such tax return, report,or other information was, when filed, accurate and complete in all materialrespects; and each of the Guarantor and its Subsidiaries that are alsoSignificant Subsidiaries has duly paid, or has made adequate reserves for, allTaxes required to be paid by it and any other assessment, fine or penaltylevied against it, and to the best of that Guarantor’s knowledge, no Taxdeficiency is currently asserted against the Guarantor or any of itssubsidiaries that are also Significant Subsidiaries, except, in each case,where any such failure to do so would not have a Material Adverse Effect.

**2.8****                           ****Litigation and Contracts**

(A) there are no pending legal or governmental proceedings againstthe Guarantor or any of its Subsidiaries or any of their respective propertiesand (B) there are no pending legal or governmental proceedings naming, and, tothe best knowledge of the Guarantor, there are no threatened legal orgovernmental proceedings against or naming, that Guarantor or any of itsSubsidiaries or any of their respective properties that, in each case, ifdetermined adversely to the Guarantor or any such Subsidiary, wouldindividually or in the aggregate have a Material Adverse Effect or would have amaterial adverse effect on the ability of that Guarantor to perform itsobligations under this Guarantee and, to the best knowledge of that Guarantor,no such proceedings are contemplated;

**2.9****                           ****Labour**

There are no labour disputes involving the employees of the Guarantoror any of its Subsidiaries that exist, or to the best knowledge of theGuarantor, that are threatened, except where such would not, individually or inthe aggregate, have a Material Adverse Effect.

**2.10****                    ****Title, Licenses and Consents**

Each of the Guarantor and its Subsidiaries possess all certificates,authorisations, licences and permits issued by appropriate governmentalagencies or bodies necessary to conduct the business now conducted by it,except, in each case, where the failure to do so would not, individually or inthe aggregate, have a Material Adverse Effect and neither the Guarantor nor anyof its Subsidiaries have received any notice of proceedings relating to therevocation or modification or any such certificate, authorization or permitthat, if determined adversely to the Guarantor or any of its Subsidiaries,could have a Material Adverse Effect.

Each of the Guarantor and its Subsidiaries (A) have good andmarketable title to all items of real property owned by it and good andmarketable title to all other property and assets owned by it, in each casefree and clear of any security interests, liens, encumbrances, equities, claimsand other defects that would affect the value thereof or interfere with the usemade or proposed to be made thereof by it, and (B) holds any real property and 

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buildings leased by that Guarantor and its subsidiaries under valid,subsisting and enforceable leases with no exceptions that would interfere withthe use made or proposed to be made thereof by it, except, in each of the cases(A) and (B), where the failure to do so would not, individually or in theaggregate, have a Material Adverse Effect.

The Guarantor and each of its Subsidiaries owns or possesses allpatents, patent applications, trademarks, service marks, trade names, licenses,copyrights and proprietary or other confidential information currently employedby it in connection with its businesses (collectively, “**intellectualproperty rights**”), except, in each case, where the failure to do sowould not, individually or in the aggregate, have a Material Adverse Effect;and neither the Guarantor nor any of its Subsidiaries has received any noticeof infringement of or conflict with asserted rights of others with respect loany intellectual property rights that, if determined adversely to the Guarantoror any of its Subsidiaries, could individually or in the aggregate have aMaterial Adverse Effect.

**2.11****                     ****Adequate Insurance**

The Guarantor and each of its Subsidiaries that are also Significant Subsidiarieshave, where relevant, applied for insurance with insurer or insurers ofsufficient standing against such losses and risks and in such amounts as areprudent and customary in the businesses in which they are engaged in thejurisdiction where they operate, respectively; that Guarantor and each of itsSubsidiaries that are also Significant Subsidiaries have not been refused anyinsurance coverage sought or applied for; and that Guarantor and each of itsSubsidiaries that are also Significant Subsidiaries have, where relevant, noreason to believe that they will not be able to obtain, within 60 days of thedate hereof, such coverage as may be necessary to continue their business at acost that would not have a Material Adverse Effect.

**2.12****                    ****No Withholding or Similar Tax**

Under current laws and regulations of Russia and Luxembourg and anyrespective political subdivisions thereof, and based upon the representationsof the Lender set forth in Clause 4.6 (Representations of the Lender) of theLoan Agreement, all payments of principal and/or interest, Additional Amounts,Tax Indemnity Amounts or any other amounts payable on or in respect of thisGuarantee may be paid by the Guarantor to the Lender in U.S. dollars and willnot be subject to Taxes under laws and regulations of Russia, or any politicalsubdivision or Taxing Authority thereof or therein, respectively, and willotherwise be free and clear of any other Tax, duty, withholding or deduction inLuxembourg, Russia, or any political subdivision or Taxing Authority thereof ortherein (provided, however, that the Guarantor makes no representation as toany income or similar Tax of Luxembourg (or any Qualifying Jurisdiction) whichmay be assessed thereon) and without the necessity of obtaining any governmentalauthorisation in Russia or any political subdivision or Taxing Authoritythereof or therein.

**2.13****                    ****No Liquidation or SimilarProceedings**

No receiver or liquidator (or similar person) has been appointed inrespect of the Guarantor or any Subsidiary of e Guarantor or in respect of anypart of the assets of the Guarantor or any Subsidiary of the Guarantor; noresolution, order of any court, regulatory body, governmental body orotherwise, or petition or application for an order, has been passed, made or presentedfor the winding up of the Guarantor or any Subsidiary of the Guarantor or forthe protection of the Guarantor or any such Subsidiary from its creditors; andthat 

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Guarantor has not, and no Subsidiary of the Guarantor has, stopped orsuspended payments of its debts, become unable to pay its debts or otherwisebecome insolvent.

**2.14****                    ****Certificates**

Each certificate signed by any director or officer of the Guarantorand delivered to the Lender or counsel for the Lender on the date of grantingthis Guarantee shall be deemed to be a representation and warranty by theGuarantor to the Lender as to the matters covered thereby.

**2.15****                    *****Pari Passu*****Obligations**

The obligations of the Guarantor under this Guarantee will rank atleast *pari passu* in right of payment with allother unsecured and unsubordinated obligations of that Guarantor, except asotherwise provided by mandatory provisions of applicable law.

**2.16****                    ****No Stamp Taxes**

Under the laws of Russia in force at the date hereof, it is notnecessary that any stamp, registration or similar Tax be paid on or in relationto this Guarantee.

**2.17****                    ****Health, Safety and Environment**

Each of the Guarantor and its Subsidiaries is in compliance with allstatutes, and all rules, regulations, requirements, decisions and orders of,and agreements with, any governmental agency or body and any court, relating tothe protection of human health and safety (including occupational health andsafety), the use, handling, transportation, disposal or release of hazardous ortoxic substances, or the protection or restoration of the environment(collectively, “**hse laws**”), and has received, andis in compliance with all terms and conditions of, all permits, licenses orother approvals required of them under applicable hse laws in order to conducttheir businesses, except, in each case, where the failure to be in compliancewith or receive such permits, licenses or other approvals would not,individually or in the aggregate, have a Material Adverse Effect.

Neither the Guarantor nor any of its Subsidiaries is subject to anyclaims, costs or liabilities associated with any hse laws (including, withoutlimitation, any capital or operating expenditures required for clean-up,closure of properties or compliance with hse laws or to acquire or comply withthe terms and conditions of any permit, license or approval under any hse laws,any constraints on operating activities and any potential liabilities to thirdparties) which could, individually or in the aggregate, have a Material AdverseEffect; and, to the best of the Guarantor’s knowledge, having made all dueinquiries, there are no past or present events, conditions, circumstances,activities, practices, incidents or actions that would be reasonably likely togive rise to such costs, liabilities or claims.

**2.18****                    ****Events of Default**

No event has occurred or circumstances arisen which would (whether ornot with the giving of notice and/or the passage of time) constitute an Eventof Default in relation to the Guarantor or a default under any agreement orinstrument evidencing any Indebtedness of the Guarantor.

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**2.19****                    ****Repetition**

Each of the representations and warranties in Clause 2(Representations and Warranties of the Guarantor) shall be deemed to berepeated by the Guarantor on the date of the granting of the Guarantee and, aslong as the Guarantee in relation to the Guarantor has not been terminated,each of Clause 2.1 (Due Organisation) (solely with respect to the Guarantor andprovided that, upon the occurrence of a merger or sale of assets pursuant toClause 3.5 (Mergers and Similar Transactions), the Guarantor is the SurvivingEntity), Clause 2.2 (Authorisations), Clause 2.3 (No Conflict) and Clause 2.8(Litigation and Contracts) (solely with respect to any legal or governmentalproceedings pending or, to the best knowledge of the Guarantor, threatened inwriting delivered to the Guarantor before any court, tribunal, arbitrationpanel or Agency challenging the lawfulness, validity or enforceability of thisGuarantee (except for any such proceedings as may have been disclosed inwriting by that Guarantor to the Lender prior to the relevant date ofrepetition)) shall be deemed to be repeated and updated on each InterestPayment Date. The Guarantor shall inform the Lender in writing of any breach ofprospective breach of such deemed repeated representations and warranties assoon as it becomes aware of the same. Each New Guarantor shall be deemed tomake each of the above representations and warranties on the date on which itexecutes the Deed of Accession, with such modifications as are appropriate totake into account the jurisdiction in which such New Guarantor is incorporatedor resident for tax purposes.

**3****                                     ****Covenants of the Guarantor**

**3.1****                           ****Liens**

No Guarantor will and will not permit, any of its Subsidiaries tocreate, incur, assume or suffer to exist any Lien (other than Permitted Liens)on any asset now owned or hereafter acquired, or any income or profitstherefrom, which secures any Indebtedness, unless this Guarantee and any othersum owing hereunder are secured by a Lien equally and rateably with the Lienssecuring such other Indebtedness; provided that if such Indebtedness issubordinated Indebtedness of that Guarantor, the Lien securing suchIndebtedness shall be subordinate or junior to the Lien securing thisGuarantee, with the same relative priority as such Indebtedness shall have withrespect to this Guarantee.

**3.2****                           ****Stay, Extension and Usury Laws**

Each Guarantor covenants (to the extent that it may lawfully do so)that it will not at any time insist upon, plead, or in any manner whatsoeverclaim or take the benefit or advantage of, any stay, extension or usury lawwherever enacted, now or at any time hereafter in force, which may affect thecovenants or the performance of this Guarantee; and each Guarantor (to theextent it may lawfully do so) hereby expressly waives all benefit or advantageof any such law, and covenants that it will not, by resort to any such law,hinder, delay or impede the execution of any power herein granted to the Lender(arid, following the execution of any other agreements entered into inconnection with the agreed funding source, to the party designated by suchagreements), but will suffer and permit the execution of every such power asthough no such law had been enacted.

**3.3****                           ****Asset Sales**

No Guarantor will, or will permit any of its Subsidiaries to,consummate any Asset Sale, unless the proceeds received by that Guarantor orsuch Subsidiary, as the case may be, 

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are at least equal to the Fair Market Value of the assets sold ordisposed of (as determined in good faith by the Board of Directors of thatGuarantor or the relevant Subsidiary) and an amount equal to such proceeds(less any costs plus reasonable expenses incurred in relation to such AssetSale) is either (a) applied to repay permanently any Indebtedness (other thansubordinated Indebtedness) of the Borrower or any of its Subsidiaries or (b)invested in assets (including Capital Stock) of a nature or type that is usedor usable in the business of the Borrower or any of its Subsidiaries being anyfood and beverage business that the Borrower or any such Subsidiary may conductat the relevant time, in each case within 360 days of the date when suchproceeds are received.

**3.4****                           ****Transactions with Affiliates andRelated Persons**

(a)                               Subject to sub-Clause 3.4(b) below, noGuarantor shall, or shall permit any of its Subsidiaries to, directly orindirectly, enter into, permit to exist, renew or extend any transaction orseries of related transactions (including, without limitation, the purchase,sale, transfer, assignment, lease, conveyance or exchange of property orassets, or the rendering of any service) (each a “**Transaction**”)with, or for the benefit of, any Related Person of the relevant Guarantor (orany Affiliate of such Person) or with, or for the benefit of, any Affiliate ofthe relevant Guarantor, unless any such Transaction or series of relatedTransactions is made upon fair and reasonable terms no less favourable to thatGuarantor or such Subsidiary, as the case may be, than could be obtained, atthe time of such Transaction or, if such Transaction is pursuant to a writtenagreement, at the time of the execution of the agreement providing therefor, ina comparable arms’-length transaction with, or for the benefit of, a Personthat is not a Related Person of the relevant Guarantor (or any Affiliate ofsuch Person) or an Affiliate of the relevant Guarantor.

No such Transaction shall be consummated unless, in the case of aTransaction or series of related transactions involving aggregate considerationequal to or in excess of U.S.$5 million, the relevant Guarantor or suchSubsidiary, as the case may be, obtains the approval of its Board of Directors.

(b)                              The limitation does in sub-Clause3.4(a) above shall not limit, and shall not apply to any Transaction or seriesof related Transactions solely between the relevant Guarantor or any of itsSubsidiaries or the Borrower and any of the Subsidiaries of the Borrower orsolely between Subsidiaries of the relevant Guarantor.

**3.5****                           ****Merger and Similar Transactions**

(a)                               Subject to sub-Clause 3.5(b) below, noGuarantor shall merge with or into or enter into a transaction whose effectwould be similar to that of a merger (including, but not limited to, by way ofan acquisition through a share-for-share exchange or contribution of assets) orsell, convey, transfer, lease or otherwise dispose of all or substantially allof its property and assets (each a “**merger**”) to,any Person or permit any Person to merge with or into that Guarantor:

(i)                                 unless the Guarantor shall be thecontinuing Person, or the Person (if other than the Guarantor) into which suchGuarantor is merged or that acquired or leased such property and assets of therelevant Guarantor (the “**Surviving Entity**”)shall be a company organised and validly existing under the laws of the RussianFederation, or any other jurisdiction the organisation of the Surviving Entityof which would not, at the time of the 

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relevant transaction, cause the Surviving Entity to be required toprovide payments of Additional Amounts or Tax Indemnity Amounts and shallexpressly assume, by amendment hereto, executed and delivered by such SurvivingEntity to the Lender (and, following the execution of any other agreementsentered into in connection with the agreed funding source, to the partydesignated by such agreements), in form and substance satisfactory to theLender (and, following the execution of any other agreements entered into inconnection with the agreed funding source, to the party designated by suchagreements), the due and punctual payment of amounts due on this Guarantee, andthe due and punctual performance and observance of all the covenants,conditions and other obligations of the Guarantor in respect of this Guarantee;

(ii)                              unless, in the case of a sale, conveyance,transfer, lease or other disposal of all or substantially all of the Guarantor’sproperty and assets, such property and assets shall have been transferred as anentirety or substantially an entirety in one transaction or a series of relatedtransactions to one Person;

(iii)                           unless immediately before and aftergiving effect to such transaction or series of transactions on a pro formabasis (and treating any Indebtedness which becomes, or is anticipated tobecome, an obligation of the Surviving Entity as a result of such transactionor series of transactions as having been incurred by the Surviving Entity atthe time of such transaction or series of transactions), no Default or Event ofDefault shall have occurred and be continuing;

(iv)                          unless immediately before and aftergiving effect to such transaction or series of transactions on a pro formabasis (and treating any Indebtedness which becomes, or is anticipated tobecome, an obligation of the Surviving Entity as a result of such transactionor series of transactions as having been incurred by the Surviving Entity atthe time of such transaction or series of transactions) the Borrower, anyGuarantor, or any Person becoming the successor obligor of the Loan or thisGuarantee, as the case may be, would be able to incur an additional $1.00 ofIndebtedness pursuant to Clause 14.10 (Financial Covenant) of the LoanAgreement; and

(v)                             unless the Guarantor delivers to theLender an opinion of counsel reasonably acceptable to the Lender, in form andsubstance satisfactory to the Lender (and, following the execution of anysupplemental agreements entered into in connection with the agreed fundingsource, to the party designated by such agreements), stating that such mergeror transfer and such supplemental agreement comply with this provision, thatall legal conditions precedent provided for herein relating to such transactionhave been complied with and that this Agreement and the Loan constitute legal,valid and binding obligations of the continuing Person, enforceable inaccordance with their terms, subject, in the case of the opinion of counsel, tocustomary exceptions, qualifications and limitations.

(b)                               The restrictions in sub-Clauses3.5(a)(i), (iii) and (v) above shall not apply to any mergers between theBorrower and any of the Guarantors or Borrower’s Subsidiaries or any of the orbetween two or more of the Guarantors or between

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any of the Guarantors and any of the Subsidiaries. The restrictionsin sub-Clauses 3.5(a)(vi) and (vii) above shall not apply to any mergersbetween any of the Guarantors or any of the Subsidiaries or between two or moreof the Guarantors or between any of the Guarantors and any of the Subsidiariesif (i) both relevant entities are incorporated in Russia, and (ii) both relevantentities have no business presence or tax residency outside Russia.

**3.6****                           ****Maintenance of Authorisations**

So long as any amount remains outstanding hereunder:

(i)                                  each Guarantor shall, and it shallprocure that each of its Subsidiaries that are also Significant Subsidiariesshall, take all necessary action to obtain and do or cause to be done allthings necessary, in the opinion of such Guarantor or the relevant Subsidiary,to ensure the continuance of its corporate existence, its business andintellectual property related to its business; and

(ii)                               each Guarantor shall, and it shallprocure that its Subsidiaries that are also Significant Subsidiaries shall,make or cause to be made all registrations, recordings and filings and shallobtain and maintain all consents, licences, approvals and authorisations, whichmay at any time be required to be obtained or made in Russia or any otherrelevant jurisdiction for the purposes of the execution, delivery orperformance of this Guarantee and for the validity and enforceability thereof;

provided that if the Guarantor or any such Significant Subsidiary canremedy any failure to comply with the above within 60 days of such failure,this covenant shall be deemed not to have been breached.

**3.7****                           ****Maintenance of Property**

So long as any amount remains outstanding hereunder, each Guarantorand its Subsidiaries that are also Significant Subsidiaries will cause allproperty used in the conduct of its or their business to be maintained and keptin good condition, repair and working order and supplied with all necessaryequipments and shall cause to be made all necessary repairs, renewals,replacements and improvements thereof, all as, in the judgments of thatGuarantor or such Significant Subsidiary, may be reasonably necessary so that thebusiness carried on in connection therewith may be properly conducted at alltimes.

**3.8****                           ****Payment of Taxes**

Each Guarantor shall, and shall cause each of its Subsidiaries to payor discharge, before the same shall become overdue all Taxes, assessments andgovernmental levies, except (i) as contested in good faith and by appropriateproceedings and for which adequate reserves in accordance with appropriateaccounting provisions have been made or (ii) the amount of which, together withall such other unpaid and undischarged Taxes, assessments and governmentallevies does not in aggregate exceed U.S.$1 million.

**3.9****                           ****Financial Covenant**

No Guarantor shall, or shall permit any of its Subsidiaries to, incurany Indebtedness, other than:

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(i)            the Loan; and

(ii)           any Indebtedness in circumstances where: (1) no Event of Defaultshall have occurred and be continuing at the time or would occur as aconsequence of the incurrence of such Indebtedness, and (2) after giving effectto the incurrence of such Indebtedness on a pro forma basis and the receipt andapplication of the proceeds therefrom, immediately after such incurrence theratio of the consolidated Indebtedness of the Group to Consolidated EBITDA is5:1 or lower.

**3.10****                    ****No Limitation on Dividend orOther Payments Affecting Subsidiaries**

(a)                                Subject to sub-clause 3.9(b) below, noGuarantor shall or shall cause or permit any of its Subsidiaries to, directlyor indirectly create or otherwise cause or permit to exist or become effectiveany encumbrance or restriction on the ability of itself or any Subsidiary to:

(i)           pay dividends or make any other distributions on or in respect of itsCapital Stock to the Borrower or such Guarantor or any Subsidiary of theBorrower or pay any Indebtedness owed to the Borrower or such Guarantor or anysuch Subsidiary;

(ii)          make loans or advances to, or guarantee any Indebtedness or otherobligations of the Borrower or such Guarantor, or

(iii)         transfer any of its property or assets to the Borrower or suchGuarantor or any of the Borrower’s or such Guarantor’s Subsidiaries.

(b)                               The provisions of sub-Clause 3.9(a)above shall not restrict any encumbrance or restriction:

(i)                                  arising solely by operation of law;

(ii)                               existing under an agreement in effecton the date hereof; provided, however, that the terms, conditions and scope ofany such encumbrance or restriction included in any such agreement may beamended only if:

(1)                               such amended encumbrance orrestriction, when taken together with all the other encumbrances and restrictionsin such agreement (as amended), will not be materially more restrictive ordisadvantageous (A) to the agreed funding source or the Guarantor than theencumbrance or restriction being amended or (B) to the Guarantor than iscustomary in comparable transactions (in each case, as determined by theGuarantor); and

(2)                               the amended terms, conditions andscope of any such amended encumbrance or restriction, when taken together withthe terms, conditions and scope of all the other encumbrances and restrictionsin such agreement (as amended), will not materially adversely affect theGuarantor’s ability to make payments on this Guarantee (as determined by theGuarantor); or

(iii)                            contained in the terms of anyIndebtedness incurred in compliance with Clause 14.10 (Financial Covenant) ofthe Loan Agreement or in any agreement pursuant to which such Indebtedness wasissued, if:

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(1)                               the encumbrances and restrictions inany such agreement, when taken as a whole, will not be materially morerestrictive or disadvantageous to the Guarantor than is customary in comparabletransactions (as determined by the Guarantor); and

(2)                               the terms, conditions and scope of anysuch encumbrances and restrictions in any such agreement, when taken as awhole, will not materially adversely affect the Guarantor’s ability to makepayments on this Guarantee(as determined by the Guarantor).

**3.11****                     ****Insurance**

Each of the Guarantors will obtain and maintain insurance with aninsurer or insurers of sufficient standing against such losses and risks and insuch amounts as are prudent and customary in the businesses in which they areengaged in the jurisdiction where they operate, respectively, at a cost thatwould not have a Material Adverse Effect; provided that if the relevantGuarantor can remedy any failure to comply with the above within 30 days, thiscovenant shall be deemed not to have been breached.

**3.12****                    ****Financial Information**

Each Guarantor will, at its own expense, so long the Loan remainsoutstanding, furnish to the Lender, copies of all reports and othercommunications (financial or other) furnished to stockholders of the Guarantorand furnish to the Lender, (i) as promptly as practicable, copies of anyreports and financial statements furnished to or filed with any securitiesexchange (other than any securities exchange in Russia) on which any class ofsecurities of the Guarantor is listed, if any; and (ii) such additionalpublicly available information concerning the business and financial conditionof the Guarantor as the Lender may from time to time reasonably request. Inaddition, each Guarantor shall furnish to the Lender, such information as theLuxembourg Stock Exchange (or any other or further stock exchange or stockexchanges or any other relevant authority or authorities on which theinstruments issued to the agreed funding source may, from time to time, belisted or admitted to trading) may require in connection with the listing oradmittance to trading on such stock exchange or relevant authority ofinstruments issued to the agreed funding source. On the date of eachanniversary of this Agreement and within 14 days of any request of the Lender,the Guarantor shall deliver to the Lender (and, following the execution of anyother agreements entered into in connection with the agreed funding source, tothe party designated by such agreements), an Officers’ Certificate stating thatto the best of each of the Officers’ knowledge (i) the Guarantor has kept,observed, performed and fulfilled each and every covenant, and complied withthe covenants and conditions contained in this Agreement and (ii) the Guarantoris not in default in the performance or observance of any of the terms,provisions and conditions hereof and (iii) identifying, as at a date no morethan 14 days before the date of such certificate, those Subsidiaries which areSignificant Subsidiaries.

The Guarantor will within 14 days of any reasonable request by theLender provide the Lender with such further information other than informationwhich the Guarantor determines in good faith to be confidential about thebusiness and financial condition of the Guarantor and its Subsidiaries as theLender may require (including information deliverable pursuant to Clause 13.1.5of the Trust Deed). .

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**4****                                     ****Taxation**

**4.1****                           ****Additional Amounts**

(a)                                Subject to Clause 4.1(b), all paymentsmade by each Guarantor under or with respect to this Guarantee will be madefree and clear of and without withholding or deduction for or on account of anypresent or future tax, duty, levy, impost, assessment, or other governmentalcharge (including penalties, interest and other liabilities related thereto)(collectively, “**Taxes**”) imposed or levied by or onbehalf of any government or political subdivision or territory or possession ofany government or authority or Agency therein or thereof having the power totax (each, a “**Taxing Authority**”) within thejurisdiction in which the relevant Guarantor is resident for tax purposes orLuxembourg (or any Qualifying Jurisdiction in which the Lender or any successorthereto is resident for tax purposes), unless the relevant Guarantor isrequired to withhold or deduct Taxes by law or by the interpretation oradministration thereof. For the avoidance of doubt, this Clause 4.1 shall notapply to any Taxes on income payable by the Lender.

(b)                               If at any time a Guarantor is requiredto withhold or deduct any amount for or on account of Taxes imposed or leviedby or on behalf of any Taxing Authority within the jurisdiction in which therelevant Guarantor is resident for tax purposes or Luxembourg (or anyQualifying Jurisdiction in which the Lender or any successor thereto isresident for tax purposes) from any payment made under or with respect to theGuarantee, that Guarantor, failing which the other Guarantors, shall, on thedue date for such payment, pay such additional amounts (“**AdditionalAmounts**”) as may be necessary so that the net amount received by theLender (including Additional Amounts) in U.S. dollars after such withholding ordeduction will not be less than the amount the Lender would have received ifsuch Taxes had not been withheld or deducted and free from liability in respectof such withholding or deduction; provided, however, that for the avoidance ofdoubt, such Additional Amounts shall not be payable with respect to any Taxeson income payable by the Lender.

(c)                                Each Guarantor will also:

(i)                                  make such withholding or deduction;and

(ii)                               remit the full amount deducted orwithheld to the relevant authority in accordance with applicable law.

(d)                               If the Lender pays any amount inrespect of such Taxes in respect of which Additional Amounts are payable(without prejudice to, and duplication of, the provisions of Clause 4.3 (TaxIndemnity)), each relevant Guarantor shall reimburse the Lender in U.S. dollarsfor such payment on demand.

(e)                                Whenever this Guarantee mentions, inany context, the payment of amounts based upon the principal or premium, ifany, interest or of any other amount payable under or with respect to the Loanor the Guarantee, this includes, without duplication, payment of any AdditionalAmounts and Tax Indemnity Amounts that may be applicable.

The foregoing provisions shall apply, modified as necessary, to anyTaxes imposed or levied by any Taxing Authority in any jurisdiction in whichany Guarantor or any successor of the Borrower or of any Guarantor isorganised.

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**4.2****                           ****Payments**

The Lender shall assist each Guarantor in ensuring that all paymentsmade under this Guarantee are exempt from deduction or withholding of Tax.

**4.3****                           ****Tax Indemnity**

Without prejudice to, and without duplication of, the provisions ofClause 4.1 (Additional Amounts):

(a)                                if at any time the Lender makes or isrequired to make any payment to a Person (other than to or for the account ofthe agreed funding source) on account of Tax (other than Taxes on incomepayable by the Lender) in respect of this Guarantee or in respect of anyinstruments issued to, or documents entered into with, the agreed fundingsource imposed by any Taxing Authority of or in Russia, Luxembourg or anyQualifying Jurisdiction in which the Lender or any successor thereto isresident for tax purposes, or any liability in respect of any such payment isasserted, imposed, levied or assessed against the Lender, each Guarantor shall,as soon as reasonably practicable following, and in any event within 30calendar days of, written demand made by the Lender, indemnify the Lenderagainst such payment or liability, together with any interest, penalties, costsand expenses payable or Incurred in connection therewith; and

(b)                               if at any time a Taxing Authorityimposes an obligation on the Lender to withhold or deduct any amount on anypayment made or to be made by the Lender to or for the account of the agreedfunding source and the Lender is required by any instruments issued to, or documentsentered into with, the agreed funding source, to pay additional amounts to suchagreed funding source in connection therewith, each Guarantor shall, as soon asreasonably practicable following, and in any event within 30 calendar days of,written demand made by the Lender, pay to the Lender such additional amounts asmay be necessary so that the net amount received by the agreed funding source(including such additional amounts) in U.S. dollars after such withholding ordeduction will not be less than the amount such agreed funding source wouldhave received if such withholdings or deductions had not been made and freefrom liability in respect of such withholding or deduction.

Any payments required to be made by any Guarantor under this Clause4.3 are collectively referred to as “**Tax Indemnity Amounts**”.For the avoidance of doubt, the provisions of this Clause 4.3 shall not applyto any withholding or deductions of Taxes with respect to this Guarantee whichare subject to payment of Additional Amounts under Clause 4.1 (AdditionalAmounts).

**4.4****                           ****Tax Claims**

If the Lender intends to make a claim for any Tax Indemnity Amountspursuant to Clause 4.3 (Tax Indemnity), it shall notify each relevant Guarantorthereof; provided that nothing herein shall require the Lender to disclose anyconfidential information relating to the organization of its affairs.

**4.5****                           ****Tax Credits and Tax Refunds**

(a)                                If any Additional Amounts are paidunder Clause 4.1 (Additional Amounts) or Tax Indemnity Amounts are paid underClause 4.3 (Tax Indemnity) by any Guarantor for the benefit of the Lender andthe Lender, in its reasonable opinion, determines that 

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it has received or been granted a credit against, a relief orremission for, or a repayment of, any Tax, then, if and to the extent that theLender, in its reasonable opinion, determines that such credit, relief,remission or repayment is in respect of or calculated with reference to thededuction or withholding giving rise to such Additional Amounts or, in the caseof Tax Indemnity Amounts, with reference to the liability, expense or loss towhich the payment giving rise to such Tax Indemnity Amounts relates, the Lendershall, to the extent that it can do so without prejudice to the retention ofthe amount of such credit, relief, remission or repayment, pay to each relevantGuarantor such amount as the Lender shall, in its reasonable opinion, haveconcluded to be attributable to such deduction or withholding or, as the casemay be, such liability, expense or loss; provided that the Lender shall not beobliged to make any payment under this Clause 4.5 in respect of such credit,relief, remission or repayment until the Lender is, in its reasonable opinion,satisfied that its tax affairs for its tax year in respect of which suchcredit, relief, remission or repayment was obtained have been finally settled.Any such payment shall, in the absence of manifest error and subject to theLender specifying in writing in reasonable detail the calculation of suchcredit, relief, remission or prepayment and of such payment and providingrelevant supporting documents evidencing such matters, be conclusive evidenceof the amount due to each relevant Guarantor hereunder and shall be accepted byeach relevant Guarantor in full and final settlement of its rights ofreimbursement hereunder in respect of such deduction or withholding. Nothingcontained in this Clause 4.5 shall interfere with the right of the Lender toarrange its tax affairs generally in whatever manner it thinks fit nor obligethe Lender to disclose any information relating to its tax affairs generally orany computations in respect thereof.

(b)                               If as a result of a failure to obtainrelief from deduction or withholding of any Tax imposed by the jurisdiction inwhich the relevant Guarantor is resident for tax purposes or Luxembourg (or anyQualified Jurisdiction in which the Lender or any successor thereto is residentfor tax purposes) (i) such Tax is deducted or withheld by any Guarantor andpursuant to Clause 4.1 (Additional Amounts) an increased amount is paid by anyrelevant Guarantor to the Lender in respect of such deduction or withholding,and (ii) following the deduction or withholding of Tax as referred to above,(A) the relevant Guarantor applies on behalf of the Lender to the relevant TaxingAuthorities for a tax refund and such tax refund is credited by the relevantTaxing Authorities to the Lender or (B) if such tax refund is otherwisecredited by a relevant Taxing Authority to the Lender pursuant to a finaldecision of such Taxing Authority, the Lender shall as soon as reasonablypossible notify such relevant Guarantor of the receipt of such tax refund andpromptly transfer the entire amount of the tax refund to a bank account of eachrelevant Guarantor specified for that purpose by each relevant Guarantor.

**4.6****                           ****Representations of the Lender**

The Lender represents that (a) it is a bank which at the date hereofis a resident of Luxembourg, is subject to taxation in Luxembourg on the basisof its registration as a legal entity, location of its management body oranother similar criterion and it is not subject to taxation in Luxembourgmerely on income from sources in Luxembourg or connected with property locatedin Luxembourg; (b) it will account for the Loan on the date of closing on its balancesheet as an asset under “loans and advances to customers” and any 

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arrangements with the agreed funding source as a liability under “liabilitiesevidenced by paper” and (c) at the date hereof, it does not have a permanentestablishment in Russia.

The Lender shall make reasonable and timely efforts to assist eachrelevant Guarantor to obtain relief from the withholding of income tax in anyjurisdiction in which the relevant Guarantor is resident for tax purposespursuant to the double taxation treaty between the jurisdiction in which therelevant Guarantor is resident for tax purposes and the jurisdiction in whichthe Lender is incorporated, including its obligations under Clause 4.8(Delivery of Forms). The Lender makes no representation as to the applicationor interpretation of any double taxation treaty between the jurisdiction inwhich the relevant Guarantor is resident for tax purposes and the jurisdictionin which the Lender is incorporated.

**4.7****                           ****Exceptions**

The Lender agrees promptly, upon becoming aware of such, to notifyeach Guarantor if it ceases to be resident in Luxembourg or a QualifyingJurisdiction or if any of the representations set forth in Clause 4.6(Representations of the Lender) are no longer true and correct. If the Lenderceases to be resident in Luxembourg or a Qualifying Jurisdiction, then, exceptin circumstances where the Lender has ceased to be resident in Luxembourg or aQualifying Jurisdiction by reason of any Change of Law (including a change in adouble taxation treaty or in such law or treaty’s application orinterpretation), in each case taking effect after the date of this Guarantee,no Guarantor shall be liable to pay to the Lender under Clause 4.1 (AdditionalAmounts) or Clause 4.3 (Tax Indemnity) any sum in excess of the sum it wouldhave been obliged to pay if the Lender had not ceased to be resident inLuxembourg or a Qualifying Jurisdiction.

**4.8****                           ****Delivery of Forms**

The Lender shall within 30 calendar days of the request of anyGuarantor, to the extent it is able to do so under applicable law including thelaws of the jurisdiction in which the relevant Guarantor is resident for taxpurposes, deliver to that Guarantor a certificate issued by the competentTaxing Authority in Luxembourg (or any Qualifying Jurisdiction in which theLender or any successor thereto is resident for tax purposes) confirming thatthe Lender is a tax resident in Luxembourg (or any Qualifying Jurisdiction inwhich the Lender or any successor thereto is resident for tax purposes) andsuch other information or forms as the relevant Guarantor may need to be dulycompleted and delivered by the Lender to enable that Guarantor to apply toobtain relief from deduction or withholding of the relevant Tax after the dateof this Guarantee or, as the case may be, to apply to obtain a tax refund if arelief from deduction or withholding of the relevant Tax has not been obtained.The Lender shall, within 30 calendar days of the request of any Guarantor, tothe extent it is able to do so under applicable laws including the laws of thejurisdiction in which the relevant Guarantor is resident for tax purposes, fromtime to time deliver to that Guarantor any additional duly completedapplication forms as need to be duly completed and delivered by the Lender toenable that Guarantor to apply to obtain relief from deduction or withholdingof the relevant Tax or, as the case may be, to apply to obtain a tax refund ifa relief from deduction or withholding of the relevant Tax has not beenobtained. The certificate and, if required, other forms referred to in thisClause 4.8 shall be duly signed by the Lender, if applicable, and stamped orotherwise approved by the competent Taxing Authority in Luxembourg (or anyQualifying Jurisdiction in which the Lender or any successor thereto isresident for tax purposes) and apostilled or otherwise legalised. If a relieffrom deduction or withholding of the relevant Tax under this Clause 8.8 has notbeen 

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obtained and further to an application of that Guarantor to therelevant Taxing Authorities the latter requests the Lender’s rouble bankaccount details, the Lender shall at the request of that Guarantor (x) usereasonable efforts to procure that such rouble bank account of the Lender isduly opened and maintained, and (y) thereafter furnish that Guarantor with thedetails of such rouble bank account. The relevant Guarantor shall pay for allcosts associated, if any, with opening and maintaining such rouble bankaccount.

**4.9****                           ****Notification of Requirement toDeduct Tax**

If, at any time, a Guarantor is required by law to make any deductionor withholding from any sum payable by it hereunder, or if thereafter there isany change in the rates at which or the manner in which such deductions orwithholdings are calculated, that Guarantor shall promptly notify the Lender.

**4.10****                    ****Evidence of Payment of Tax**

Each relevant Guarantor will make all reasonable endeavours to obtaincertified copies, and translations into English, of tax receipts evidencing thepayment of any Taxes so deducted or withheld from each Taxing Authorityimposing such Taxes. That Guarantor will furnish to the Lender (and, followingthe execution of any other agreements entered into in connection with theagreed funding source, to the party designated by such agreements), within 60 calendardays after the date the payment of any Taxes so deducted or withheld is duepursuant to applicable law, either certified copies of tax receipts evidencingsuch payment by that Guarantor or, if such receipts are not obtainable, otherevidence of such payments by that Guarantor.

**5****                                     ****Currency of Account and Payment**

**5.1****                           ****Currency of Account**

The U.S. dollar is the currency of account and payment for each andevery sum at any time due from each Guarantor hereunder.

**5.2****                           ****Currency Indemnity**

If any sum due from any Guarantor under this Guarantee or any orderor judgment given or made in relation hereto has to be converted from thecurrency (the “**first currency**”) in which the sameis payable hereunder or under such order or judgment into another currency (the“**second currency**”) for the purpose of(a) making or filing a claim or proof against such Guarantor, (b) obtaining anorder or judgment in any court or other tribunal or (c) enforcing any order orjudgment given or made in relation hereto, the relevant Guarantor shallindemnify and hold harmless the Lender from and against any loss suffered orreasonably incurred as a result of any discrepancy between (i) the rate ofexchange used for such purpose to convert the sum in question from the firstcurrency into the second currency and (ii) the rate or rates of exchange atwhich the Lender may in the ordinary course of business purchase the firstcurrency with the second currency upon receipt of a sum paid to it insatisfaction, in whole or in part, of any such order, judgment, claim or proof.

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**6****                                     ****Assignments and Transfers**

**6.1****                           ****No Assignments and Transfers bythe Guarantors**

No Guarantor shall be entitled to assign or transfer all or any ofits rights, benefits and obligations hereunder.

**6.2****                           ****Assignments by the Lender**

(a)                                Prior to an Event of Default, theLender may (i) on or at any time after the date hereof assign all or any of itsrights and benefits hereunder or transfer all or any of its rights, benefitsand obligations hereunder (save for (x) its rights to principal, interest andother amounts paid and payable under this Guarantee and (y) its right toreceive amounts paid and payable under any claim, award or judgment relating to(his Guarantee in favour of the agreed funding source) to or on behalf of theagreed funding source and (ii) subject to the prior written consent of theGuarantors (such consent not to be unreasonably withheld or delayed) and exceptas may be otherwise specifically provided under the agreements entered into inconnection with the agreed funding source, assign all or any of its rights andbenefits hereunder or transfer all or any of its rights, benefits andobligations hereunder to any company which, as a result of any amalgamation,merger or reconstruction or which, as a result of any agreement with theLender, or any previous substitute, owns beneficially the whole orsubstantially the whole of the undertaking, property and assets owned by theLender prior to such amalgamation, merger, reconstruction or agreement cominginto force and where, in the case of any company which will own the whole orsubstantially the whole of the undertaking, property or assets of the Lender,the substitution of that company as principal debtor in relation to the agreedfunding source would not be materially prejudicial to the interests of theagreed funding source or the Guarantors. Any reference in this Guarantee to anysuch assignee or transferee pursuant to subclause (ii) of this Clause 6.2(a)shall be construed accordingly and, in particular, references to the rights,benefits and obligations hereunder of the Lender, following such assignment ortransfer, shall be references to such rights, benefits or obligations by theassignee or transferee.

(b)                               On or following an Event of Default,the Lender may, by notice to the Guarantors, assign all or any of its rightsand benefits hereunder or transfer all or any of its rights, benefits andobligations hereunder to the agreed funding source, or any assignee ortransferee appointed in connection with the agreed funding source. Anyreference in this agreement to any such assignee or transferee shall beconstrued accordingly and, in particular, references to the rights, benefitsand obligations hereunder of the Lender, following such assignment or transfer,shall be references to such rights, benefits or obligations by the assignee ortransferee appointed in connection with the agreed funding source.

(c)                                Any reference in the Guarantee to anyparty shall be construed accordingly in relation to Clause 6.2(a)(i) and Clause6.2(b) and, in particular, references to the exercise of rights and discretionsor the making of any determination by the Lender, shall include references tothe exercise of such rights or discretions by or the making of suchdetermination by the assignee or transferee appointed in connection with theagreed funding source (in its role as such). Notwithstanding the foregoing, the assignee or appointee shall not beentitled to participate in any 

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determinations by the Lender or any discussions between the Lender andthe Guarantor or any agreements of the Lender or Guarantor, pursuant tosub-Clauses 4.5 and 4.8.

**7****                                     ****Partial Invalidity**

If, at any time, any provision hereof is or becomes illegal, invalidor unenforceable in any respect under the law of any jurisdiction, neither thelegality, validity or enforceability of the remaining provisions hereof nor thelegality, validity or enforceability of such provision under the law of anyother jurisdiction shall in any way be affected or impaired thereby.

**8****                                     ****Notices; Language**

**8.1****                           ****Communications in Writing**

Each communication to be made hereunder shall be made in writing and,unless otherwise stated, shall be made by fax or letter

**8.2****                           ****Delivery**

Any communication or document to be made or delivered by one personto another pursuant to this Agreement shall, unless that other person has by 15calendar days’ written notice to the same specified another address, be made ordelivered to that other person at the address identified with its signaturebelow and shall be effective or when left at that address (in the case of aletter) or when received by the addressee (in the case of a fax). Provided thatany communication or document to be made or delivered by one party to the otherparty shall be effective only when received by such other party and then onlyif the same is expressly marked for the attention of the department or officeridentified with the such other party’s signature below, or such otherdepartment or officer as such other party shall from time to time specify forthis purpose.

**8.3****                           ****Language**

This Agreement shall be signed in English. Each communication anddocument made or delivered by one party to another pursuant to this Agreementshall be in the English language or accompanied by a translation thereof intoEnglish certified by an officer of the person making or delivering the same asbeing a true and accurate translation thereof.

**9****                                     ****Governing Law and Jurisdiction**

**9.1****                           ****English Law**

This Guarantee is governed by, and shall be construed in accordancewith, English law.

**9.2****                           ****English Courts**

Each Guarantor irrevocably agrees that the courts of England shallhave jurisdiction to hear and determine any suit, action or proceedings, and tosettle any disputes, which arise out of or in connection with this Guarantee (“**Proceedings**”) and, for such purposes, irrevocably submit tothe jurisdiction of such courts.

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**9.3****                           ****Appropriate Forum**

Each Guarantor irrevocably waives any objection which it might now orhereafter have to the courts of England being nominated as the forum to hearand determine any Proceedings and to settle any Disputes (as defined below),and agrees not to claim that any such court is not a convenient or appropriateforum

**9.4****                           ****Service of Process**

Each Guarantor agrees that the process by which any Proceedings inEngland are begun may be served on them by being delivered to Law DebentureCorporate Services Limited, or their registered offices for the time being. Ifany Person mentioned in this Clause is not or ceases to be effectivelyappointed to accept service of process on any Guarantor’s behalf, the relevantGuarantor shall immediately appoint a further Person in England to acceptservice of process on its behalf. Nothing in this Clause shall affect the rightof either party hereto to serve process in any other manner permitted by law.

**9.5****                           ****Non-exclusivity**

The submission to the jurisdiction of the English courts inaccordance with Clause 9.2 (English Courts) hereof shall not, and shall not beconstrued so as to, limit the right of any party hereto to take Proceedings inany other court of competent jurisdiction.

**9.6****                           ****Consent to Enforcement, etc.**

Each Guarantor consents generally in respect of any Proceedings tothe giving of any relief or the issue of any process in connection with suchProceedings including, without limitation, the making, enforcement or executionagainst any property whatsoever, irrespective of its use or intended use, ofany order or judgement which is made or given in such Proceedings.

**9.7****                           ****Arbitration**

If any dispute or difference of whatever nature howsoever arises fromor in connection with this Guarantee, or any supplement, modifications oradditions thereto, (each a “**Dispute**”), theLender may elect, by notice to each Guarantor, to settle such claim byarbitration in accordance with the following provisions. Each Guarantor herebyagrees that (regardless of the nature of the Dispute) any Dispute may besettled by arbitration in accordance with the UNCITRAL Arbitration Rules (the “**Rules**”) as at present in force by a panel of threearbitrators appointed in accordance with the Rules. The seat of any referenceto arbitration shall be London, England. The procedural law of any reference toarbitration shall be English law. The language of any arbitral proceedingsshall be English. The appointing authority for the purposes set forth inArticles 7(2) and 7(3) of the Rules shall be the London Court of InternationalArbitration.

**9.8****                           ****Contracts (Rights of ThirdParties) Act 1999**

A person who is not a party to this Guarantee has no rights under theContracts (Rights of Third Parties) Act 1999 to enforce any term of thisGuarantee, but this does not affect any right or remedy of a third party whichexists or is available apart from that Act.

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