Exhibit 4.1







U.S.$150,000,000



LOAN AGREEMENT



Dated
as of 14 May 2003



OPEN JOINT STOCK COMPANY WIMM-BILL-DANN FOODS



as Borrower



and



UBS (LUXEMBOURG) S.A.



as Lender













CLEARY, GOTTLIEB, STEEN & HAMILTON

City Place House,
55 Basinghall Street,
London EC2V 5EH

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TABLE OF CONTENTS

|    |  |                                                |  |                                                             |  | Page
|--- |  | ---------------------------------------------- |  | ----------------------------------------------------------- |  | ----
|1.  |  | Definitions and Interpretation                 |  | 1                                                          
|    |  | 1.1                                            |  | Definitions                                                 |  | 1   
|    |  | 1.2                                            |  | Interpretation                                              |  | 7   
|    |  | 1.3                                            |  | Statutes                                                    |  | 8   
|    |  | 1.4                                            |  | Headings                                                    |  | 8   
|    |  | 1.5                                            |  | Amended Documents                                           |  | 8   
|2.  |  | The Loan                                       |  | 8                                                          
|3.  |  | Availability of the Loan                       |  | 8                                                          
|4.  |  | Interest Periods                               |  | 8                                                          
|5.  |  | Payment and Calculation of Interest            |  | 8                                                          
|    |  | 5.1                                            |  | Payment of Interest                                         |  | 8   
|    |  | 5.2                                            |  | Calculation of Interest                                     |  | 8   
|6.  |  | Repayment                                      |  | 9                                                          
|7.  |  | Prepayment                                     |  | 9                                                          
|    |  | 7.1                                            |  | Prepayment for Tax Reasons                                  |  | 9   
|    |  | 7.2                                            |  | Prepayment for Reasons of Increased Costs                   |  | 9   
|    |  | 7.3                                            |  | Prepayment in the event of a Change of Control              |  | 9   
|    |  | 7.4                                            |  | Notice of Prepayment                                        |  | 10  
|    |  | 7.5                                            |  | Costs of Prepayment                                         |  | 10  
|    |  | 7.6                                            |  | No Other Repayments                                         |  | 10  
|    |  | 7.7                                            |  | Purchase of Instruments Issued to the Agreed Funding Source |  | 10  
|8.  |  | Taxes                                          |  | 10                                                         
|    |  | 8.1                                            |  | Additional Amounts                                          |  | 10  
|    |  | 8.2                                            |  | Payments                                                    |  | 11  
|    |  | 8.3                                            |  | Tax Indemnity                                               |  | 11  
|    |  | 8.4                                            |  | Tax Claims                                                  |  | 11  
|    |  | 8.5                                            |  | Tax Credits and Tax Refunds                                 |  | 12  
|    |  | 8.6                                            |  | Representations of the Lender                               |  | 12  
|    |  | 8.7                                            |  | Exceptions                                                  |  | 12  
|    |  | 8.8                                            |  | Delivery of Forms                                           |  | 13  
|9.  |  | Tax Receipts                                   |  | 13                                                         
|    |  | 9.1                                            |  | Notification of Requirement to Deduct Tax                   |  | 13  
|    |  | 9.2                                            |  | Evidence of Payment of Tax                                  |  | 13  
|10. |  | Changes in Circumstances                       |  | 14                                                         
|    |  | 10.1                                           |  | Increased Costs                                             |  | 14  
|    |  | 10.2                                           |  | Increased Costs Claims                                      |  | 14  
|    |  | 10.3                                           |  | Illegality                                                  |  | 14  
|    |  | 10.4                                           |  | Mitigation                                                  |  | 14  
|11. |  | Representations and Warranties Of The Borrower |  | 15                                                         
|    |  | 11.1                                           |  | Due Organisation                                            |  | 15  
|    |  | 11.2                                           |  | Authorisations                                              |  | 15  
|    |  | 11.3                                           |  | No Conflict                                                 |  | 15  
|    |  | 11.4                                           |  | Financial Statements                                        |  | 16  
|    |  | 11.5                                           |  | No Other Indebtedness                                       |  | 16  
|    |  | 11.6                                           |  | Payment in U.S. Dollars                                     |  | 17  
|    |  | 11.7                                           |  | Taxes                                                       |  | 17  
|    |  | 11.8                                           |  | Litigation and Contracts                                    |  | 17  
|    |  | 11.9                                           |  | Labour                                                      |  | 17  
|    |  | 11.10                                          |  | Title, Licenses and Consents                                |  | 17  
|    |  | 11.11                                          |  | Adequate Insurance                                          |  | 18  
|    |  |                                                |  |                                                             |  |     

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|    |  | 11.12                                          |  | No Withholding or Similar Tax                                      |  | 18
|--- |  | ---------------------------------------------- |  | ------------------------------------------------------------------ |  | --
|    |  | 11.13                                          |  | Not an Investment Company                                          |  | 18
|    |  | 11.14                                          |  | Rating                                                             |  | 18
|    |  | 11.15                                          |  | No Liquidation or Similar Proceedings                              |  | 18
|    |  | 11.16                                          |  | Certificates                                                       |  | 18
|    |  | 11.17                                          |  | Pari PassuObligations                                              |  | 19
|    |  | 11.18                                          |  | No Stamp Taxes                                                     |  | 19
|    |  | 11.19                                          |  | No Events of Default                                               |  | 19
|    |  | 11.20                                          |  | Health, Safety and Environment                                     |  | 19
|    |  | 11.21                                          |  | Repetition                                                         |  | 19
|12. |  | Representations and Warranties of the Lender   |  | 19                                                                
|    |  | 12.1                                           |  | Status                                                             |  | 19
|    |  | 12.2                                           |  | Authorisation                                                      |  | 20
|    |  | 12.3                                           |  | Consents and Approvals                                             |  | 20
|    |  | 12.4                                           |  | No Conflicts                                                       |  | 20
|13. |  | Financial Information                          |  | 20                                                                
|14. |  | Covenants                                      |  | 20                                                                
|    |  | 14.1                                           |  | Liens                                                              |  | 20
|    |  | 14.2                                           |  | Stay, Extension and Usury Laws                                     |  | 21
|    |  | 14.3                                           |  | Asset Sales                                                        |  | 21
|    |  | 14.4                                           |  | Transactions with Affiliates and Related Persons                   |  | 21
|    |  | 14.5                                           |  | Change of Control                                                  |  | 21
|    |  | 14.6                                           |  | Mergers and Similar Transactions                                   |  | 22
|    |  | 14.7                                           |  | Maintenance of Authorisations                                      |  | 23
|    |  | 14.8                                           |  | Maintenance of Property                                            |  | 24
|    |  | 14.9                                           |  | Payment of Taxes                                                   |  | 24
|    |  | 14.10                                          |  | Financial Covenant                                                 |  | 24
|    |  | 14.11                                          |  | Maintenance of ownership of Guarantors                             |  | 24
|    |  | 14.12                                          |  | No limitation on dividend or other payments affecting Subsidiaries |  | 24
|    |  | 14.13                                          |  | Maintenance of Guarantee and Certain Ratios                        |  | 25
|    |  | 14.14                                          |  | Insurance                                                          |  | 26
|15. |  | Events of Default                              |  | 26                                                                
|    |  | 15.1                                           |  | Circumstances which constitute Events of Default                   |  | 26
|    |  | 15.2                                           |  | Rights of Lender upon occurrence of an Event of Default            |  | 28
|    |  | 15.3                                           |  | Other Remedies                                                     |  | 28
|    |  | 15.4                                           |  | Notification of Default or Event of Default                        |  | 28
|16. |  | Default Interest and Indemnity                 |  | 28                                                                
|    |  | 16.1                                           |  | Default Interest Periods                                           |  | 28
|    |  | 16.2                                           |  | Default Interest                                                   |  | 29
|    |  | 16.3                                           |  | Payment of Default Interest                                        |  | 29
|    |  | 16.4                                           |  | Borrower's Indemnity                                               |  | 29
|    |  | 16.5                                           |  | Unpaid Sums as Advances                                            |  | 29
|17. |  | Amendments to Agreed Funding Source Agreements |  | 29                                                                
|18. |  | Currency of Account and Payment                |  | 29                                                                
|    |  | 18.1                                           |  | Currency of Account                                                |  | 29
|    |  | 18.2                                           |  | Currency Indemnity                                                 |  | 29
|19. |  | Payments                                       |  | 30                                                                
|    |  | 19.1                                           |  | Payments to the Lender                                             |  | 30
|    |  | 19.2                                           |  | Alternative Payment Arrangements                                   |  | 30
|    |  | 19.3                                           |  | No Set-off                                                         |  | 30
|20. |  | Costs and Expenses                             |  | 30                                                                
|    |  | 20.1                                           |  | Transaction Expenses and Fees                                      |  | 30
|    |  | 20.2                                           |  | Preservation and Enforcement of Rights                             |  | 30
|    |  |                                                |  |                                                                    |  |   

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|    |  | 20.3                                     |  | Stamp Taxes                                  |  | 30
|--- |  | ---------------------------------------- |  | -------------------------------------------- |  | --
|    |  | 20.4                                     |  | Lender's Costs                               |  | 30
|21. |  | Assignments and Transfers                |  | 31                                          
|    |  | 21.1                                     |  | Binding Agreement                            |  | 31
|    |  | 21.2                                     |  | No Assignments and Transfers by the Borrower |  | 31
|    |  | 21.3                                     |  | Assignments by the Lender                    |  | 31
|22. |  | Calculations and Evidence of Debt        |  | 31                                          
|    |  | 22.1                                     |  | Basis of Accrual                             |  | 31
|    |  | 22.2                                     |  | Evidence of Debt                             |  | 31
|    |  | 22.3                                     |  | Change of Circumstance Certificates          |  | 32
|23. |  | Remedies and Waivers, Partial Invalidity |  | 32                                          
|    |  | 23.1                                     |  | Remedies and Waivers                         |  | 32
|    |  | 23.2                                     |  | Partial Invalidity                           |  | 32
|24. |  | Notices; Language                        |  | 32                                          
|    |  | 24.1                                     |  | Communications in Writing                    |  | 32
|    |  | 24.2                                     |  | Delivery                                     |  | 32
|    |  | 24.3                                     |  | Language                                     |  | 32
|25. |  | Law and Jurisdiction                     |  | 32                                          
|    |  | 25.1                                     |  | English Law                                  |  | 32
|    |  | 25.2                                     |  | English Courts                               |  | 33
|    |  | 25.3                                     |  | Appropriate Forum                            |  | 33
|    |  | 25.4                                     |  | Service of Process                           |  | 33
|    |  | 25.5                                     |  | Non-exclusivity                              |  | 33
|    |  | 25.6                                     |  | Consent to Enforcement, etc.                 |  | 33
|    |  | 25.7                                     |  | Arbitration                                  |  | 33
|    |  | 25.8                                     |  | Contracts (Rights of Third Parties) Act 1999 |  | 33
|    |  | 25.9                                     |  | Counterparts                                 |  | 33

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THIS AGREEMENTis dated 14 May 2003

BETWEEN:

IT IS AGREED:

1.     DEFINITIONS AND INTERPRETATION

1.1   Definitions

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

"Acceleration Notice" has the meaning set forth in Clause 15.2 (Rights of Lender upon occurrence of an
Event of Default).

"Account" means an account of the Lender with The Bank of New York, account number 8397608400.

"Additional Amounts" has the meaning set forth in Clause 8.1(b) (Additional
Amounts).

"Affiliate" of any specified Person means any other Person, directly or indirectly controlling, controlled by, or under direct or indirect
common control with, such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"),
as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of
voting securities, by contract or otherwise; provided that beneficial ownership of 10 per cent. or more of the Capital Stock with voting power of a Person shall be deemed to be control.

"Agency" means any agency, authority, central bank, department, committee, government, legislature, minister, ministry, official or public
or statutory person (whether autonomous or not).

"Asset Sale" means any lease, sale, sale and lease-back, transfer or other disposition (excluding any transaction by way of
merger falling within Clause 14.6 (Mergers and Similar Transactions)) either in one transaction or in a series of related transactions, by the
Borrower or any of its Subsidiaries to a Person that is not part of the Group, of any assets the value of which exceeds 10 per cent. of the total net assets of the Group in any 12-month
period; provided that "Asset Sale" shall not include sales or other dispositions of inventory, receivables or other current assets in the ordinary course of business.

"Board of Directors" means, as to any Person, the board of directors of such Person or any duly authorised committee thereof.

"Borrower" means the party named as such above until a successor replaces it in accordance with Clause 14.6
(Mergers and Similar Transactions) and thereafter means such successor.

"Business Day" means any day (other than a Saturday or Sunday) on which banks generally are open for business in New York City, Luxembourg
and London.

"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, the interpretation of the International Convergence of Capital Measurement and Capital Standards (the Basle Capital Accord prepared by the Basle Committee on
Banking Regulations and Supervision, dated July 1988, and
amended in November 1991) or which increases the amounts of capital required thereunder, other than a request or requirement made by way of implementation of the International Convergence of
Capital Measurement and Capital Standards in the manner in which it is being implemented at the date hereof.

"Capital Stock" means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated,
whether voting or non-voting) or such Person's equity, including any preferred stock of such Person, whether now outstanding or issued after the date hereof, including without limitation,
all series 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 Excluded Persons or Excluded

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Groups:
(i) is or becomes interested, directly or indirectly, in the aggregate of more than 50 per cent. of the Capital Stock with voting power of the Borrower, whether by virtue of issuance,
sale or other disposition of such Capital Stock with voting power of the Borrower, a merger or a transaction having a similar effect involving the Borrower or such Person or Persons or any voting
trust agreement or other agreement to which the Borrower 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's board of directors, or (iii) has or acquires control of a majority of the voting rights in the Borrower, in each case in circumstances where, solely as a result of any such event as
specified by the Rating Agencies, a Rating Decline would result.

"Change of Control Payment Date" means the date specified as such in the notice from the Borrower to the Lender pursuant to
Clause 7.3(b) (Prepayment in the event of a Change of Control).

"Change of Law" means any of the enactment or introduction of any new law, the variation, amendment or repeal of an existing or new law,
and any ruling on or interpretation or application by a competent authority of any existing or new law which, in each case, occurs after the date hereof and for this purpose the word "law" means all
or any of the following whether in existence at the date hereof or introduced hereafter and with which it is obligatory or customary for banks or other financial institutions or, as the case may be,
companies in the relevant jurisdiction to comply:



the
decision or ruling on, the interpretation or application of, or a change in the interpretation or application of, any of the foregoing by any court of law, tribunal, central bank, monetary
authority or agency or any Taxing Authority or fiscal or other competent authority or agency.

"Consolidated EBITDA" means operating profit or operating loss before depreciation and amortisation as calculated in accordance with the
consolidated financial statements of the Borrower prepared in accordance with U.S. GAAP. Consolidated EBITDA shall be calculated for the four quarters immediately prior to the last reporting date and,
in the case of an acquisition of any Subsidiary or any transaction by way of merger falling within Clause 14.6 (Mergers and Similar
Transactions), Consolidated EBITDA shall be calculated as if such Subsidiary were acquired or such transaction by way of merger were completed on the first date of such four
quarter period.

"Credit Facilities" means one or more credit agreements, loan agreements or similar facilities with banks or other institutional lenders,
providing for revolving credit loans, term loans (including receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such
lenders against such receivables)), bankers' acceptances or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to
time.

"Default" means any event that is, or after any notice or passage of time or both would be, an Event of Default.

"Dispute" has the meaning set forth in Clause 25.7 (Arbitration).

"Event of Default" has the meaning set forth in Clause 15.1 (Circumstances which constitute Events of
Default).

"Excluded Group" means a "group" (as such term is used in Sections 13(d) and 14(d) of the United States Securities Exchange Act of 1934
(the "Exchange Act")) that includes one or more Excluded Persons; provided that the voting power of the Capital Stock of the Borrower "beneficially owned" (as such term is used in
Rule 13(d)-3 promulgated under the Exchange Act) by such Excluded Persons (without attribution to such excluded Persons of the ownership by other member or members of the "group")
represents a majority of the voting power of the Capital Stock "beneficially owned" (as such term is used in Rule 13(d)-3 promulgated under the Exchange Act) by such group.

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"Excluded Person" means Gavril 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 an informed and willing seller under no
compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Board of Directors of the Borrower or any Subsidiary of the Borrower, as the case
may be (including a majority of the disinterested directors, if any) whose determination shall be conclusive if evidenced by a resolution of such Board of Directors.

"Fee Letter" means the letter from the Lender to the Borrower, dated 14 May 2003, setting out certain fees payable by the Borrower
in connection with the Loan and the agreed funding source.

"Guarantee" means a deed of guarantee dated 14 May 2003 between the Guarantors and the Lender as the same may be amended or
supplemented from time to time, including any further guarantees that may be granted in respect of the Borrower's obligations under this Loan Agreement from time to time.

"Guarantors" means (i) initially OAO Lianozovo Dairy Plant, OAO Tsaritsino Dairy Plant and ZAO Trade Company
Wimm-Bill-Dann and (ii) after the date hereof the Borrower's Subsidiaries from time to time guaranteeing the obligations of the Borrower under the Loan Agreement and
"Guarantor" means any of the Guarantors.

"Group" means the Borrower and its Subsidiaries taken as a whole.

"Hedging Obligations" means: (i) the obligations of any Person pursuant to any interest rate protection agreement (including,
without limitation, interest rate swaps, caps, floors, collars, derivative instruments and similar agreements) and/or other types of interest hedging arrangements; and/or (ii) any foreign
exchange contract, currency swap agreement or other similar agreement as to which such Person is a party.

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

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



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"Interest Payment Date" means May 21 and November 21 of each year in which the Loan remains outstanding, being the last day
of the corresponding Interest Period, commencing on 21 November 2003, and the last such date being the Repayment Date.

"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 any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including, without limitation, any
conditional sale or other title retention agreement or lease in the nature thereof, any sale with recourse against the seller or any Affiliate of the seller, or any agreement to give any security
interest).

"Loan" means the U.S. $150,000,000 term loan granted to the Borrower by the Lender in this Agreement.

"Luxembourg" means the Grand Duchy of Luxembourg.

"Material Adverse Effect" means any material adverse effect on the business, financial condition or results of operations of the Borrower
and its Subsidiaries taken as a whole.

"Officer" means, with respect to a Person, the Chairman of the Board of Directors, the General Director, the Chief Executive Officer, the
President, the Chief Financial Officer, the Controller, the Treasurer or the General Counsel of such Person.

"Officers' Certificate" means a certificate signed by two Officers of the Borrower.

"Permitted Liens" means:

4

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"Person" means any individual, corporation, partnership, joint venture, trust unincorporated organisation or government or any Agency or
political subdivision thereof.

"Proceedings" has the meaning set forth in Clause 25.2 (English Courts).

"Qualifying Jurisdiction" means any jurisdiction the transfer or assignment of the Loan (or any rights, benefits and/or obligations
hereunder) to which would not cause the Borrower to provide payments of Additional Amounts or Tax Indemnity Amounts when interest, principal and any other amounts paid under this Loan Agreement is
paid to or from such jurisdiction.

"Rating Agencies" means Moody's Investors Service Limited ("Moody's") or any successor to
its rating agency business and Standard & Poor's Ratings Services, a division of McGraw-Hill Companies, Inc. ("S&P") or any
successor to its rating agency business or any other rating agency that provides a corporate credit rating of the Borrower or a credit rating in respect of the Loan or of any instruments issued to the
agreed funding source, if applicable.

"Rating Categories" means (1) with respect to S&P, any of the following categories (any of which may include a "+" or
"-"): AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories); (2) with respect to Moody's, any of the following 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) the equivalent of any such categories of S&P or Moody's used by another rating agency, if
applicable.

"Rating Decline" means that at any time within 90 days (which period shall be extended so long as the corporate credit rating of
the Borrower or the credit rating in respect of the Loan or of any instruments issued to the agreed funding source is under publicly 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 a transaction or series of transactions, the
corporate rating of the Borrower or the rating of the Loan or of any instruments issued to the agreed funding source is decreased by both or, if such ratings are at the relevant time provided by more
than two

5

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Rating
Agencies, by the majority of the relevant Rating Agencies by one or more Rating Categories as a result of such transaction or series of transactions, as specified by both or, if such ratings
are at the relevant time provided by more than two Rating Agencies, by the majority of the relevant Rating Agencies.

"Related Person" of any Person means any other Person directly or indirectly owning:

"Repayment Date" means the fifth anniversary of the date on which the Loan is made hereunder referred to in Clause 3
(Availability of the Loan), or if such day is not a Business Day, the next succeeding Business Day.

"Russia" shall mean the Russian Federation and any province or political subdivision or Agency thereof or therein, and
"Russian" shall be construed accordingly.

"Russian GAAP" means the rules set by Federal Law «On Accounting» (No. 129-FZ of
November 21, 1996, as amended), the Regulation on Accounting and Reporting in the RF, approved by Order No. 34n of July 29, 1998, of the RF Ministry of Finance; the Accounting
Regulation "Financial Statement of an Organisation" (PBU/499), approved by Order No. 43n of July 6, 1999, of the RF Ministry of Finance; and other normative acts of the Russian
Federation regulating accounting procedures and the preparation of financial statements.

"Securities Act" means the United States Securities Act of 1933, as amended.

"Side Letter" means each of the letters, dated the date hereof, from the Borrower to the Lender and from the Guarantors to the Lender.

"Significant Subsidiary" means (i) at the date hereof and on the date of the making of the Loan: OAO Lianozovo Dairy Plant, OAO
Tsaritsino Dairy Plant, ZAO Trade Company Wimm-Bill-Dann, OAO Moscow Baby Food Plant, OAO Ramenskiy Dairy Plant and OAO Timashevsk Dairy Plant and (ii) at any other date
of determination any Subsidiary that:



For
the avoidance of doubt, the term "Significant Subsidiary" shall be deemed to include each Guarantor.

"Stated Maturity" means:

"Subsidiary" means, with respect to any Person, (i) a corporation more than 50 per cent. of whose Capital Stock with voting power,
under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by such Person, by such Person and one or more Subsidiaries of such Person or by one or more Subsidiaries
of such Person, or (ii) a partnership in which such Person or a Subsidiary of such Person is, at the time, a general partner, or (iii) any other Person in which such Person, one or more
Subsidiaries of such Person, or such Person and one or more Subsidiaries of such Person, directly or indirectly, at the date of determination thereof has (x) over a 50 per cent. ownership
interest or (y) the power to elect or direct the election of a majority of the directors, members of the board of directors or other governing body of such Person. For the avoidance of doubt,
the term "Subsidiary" shall be deemed to include each Guarantor.

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"Taxes" has the meaning set out in Clause 8.1 (Additional Amounts).

"Tax Indemnity Amounts" has the meaning set out in Clause 8.3 (Tax Indemnity).

"Taxing Authority" has the meaning set out in Clause 8.1 (Additional Amounts).

"Trade Payables" means, with respect to any Person, any accounts payable or any other indebtedness or monetary obligation to trade
creditors created, assumed or guaranteed by such Person or guaranteed by any of its Subsidiaries arising in the ordinary course of business in connection with the acquisition of goods or services.

"unpaid sum" has the meaning set forth in Clause 16.1 (Default Interest Periods).

"U.S. GAAP" means U.S. generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles
Board and statements and pronouncements of the Financial Accounting Standards Board ("FASB") or, if FASB ceases to exist, any successor thereto;
provided, however, that for purposes of determining compliance with this Agreement, "U.S. GAAP" means such generally accepted accounting principles as in effect on the date hereof.

"Vendor Financing" means any indebtedness of any Person owed to a vendor of materials or equipment for use in connection with the business
of the Group in respect of or arising under or in connection with the supply of such materials or equipment by such vendor to such Person.



"agreed funding source" shall mean any Person to whom the Lender owes any Indebtedness (including securities),
which Indebtedness was incurred solely and expressly to fund the Loan (including a designated representative of such Person);

the
"equivalent" on any given date in one currency (the "first currency") of an amount
denominated in another currency (the "second currency") is a reference to the amount of the first currency which could be purchased with the amount of
the second currency at the spot rate of exchange quoted on the relevant Reuters page 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 Central Bank of Russia, at or about noon (London time, Brussels time or Moscow time (as applicable) on such date for the purchase of the first currency with
the second currency;

the
"Lender" shall be construed so as to include it and any of its subsequent successors, assignees and chargees in accordance with their
respective interests;

"repay" (or any derivative form thereof) shall, subject to any contrary indication, be construed to include "prepay" (or, as the case may
be, the corresponding derivative form thereof); and

"VAT" shall be construed as a reference to value added tax including any similar tax which may be imposed in place thereof from time to
time.

1.2   Interpretation

Unless the context otherwise requires,



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1.3   Statutes

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

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 this Agreement to this Agreement, the Guarantee, the Fee Letter or any other agreement or document shall
be construed as a reference to this Agreement, the Guarantee, the Fee Letter or, as the case may be, such other agreement or document as the same may have been, or may from time to time be, amended,
varied, novated or supplemented.

2.     THE LOAN

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

3.     AVAILABILITY OF THE LOAN

The Loan will be available by way of a single advance which will be made by the Lender to the Borrower, and the Borrower will draw down the Loan, on 21
May 2003, or such later date as may otherwise be agreed by the parties to this Agreement, if:

4.     INTEREST PERIODS

The period for which the Loan is outstanding shall be divided into successive semi-annual periods, ending on and excluding 21 May and 21 November,
each of which, other than the first (which shall commence on, and shall include, 21 May 2003) shall start on, and shall include, the last day of the preceding such period (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 to each Interest Payment Date, the Borrower shall pay to the Account all accrued and unpaid
interest, any Additional Amounts, and any Tax Indemnity Amounts, calculated to the last day of each Interest Period, on the outstanding principal amount of the Loan.

5.2   Calculation of Interest

The amount of interest payable for any Interest Period shall be calculated by applying the rate of 8.5 per cent. per annum (the "Interest
Rate") to the amount of the Loan, dividing the product by two and rounding the resulting figure to the nearest cent, half a cent being rounded upwards. When interest is
required to be calculated for any other period, it shall be calculated on the basis of a 360 day year consisting of 12 months of 30 days each, and in the case of an incomplete
month, the actual number of days elapsed.

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6.     REPAYMENT

Subject to Clause 15.2 (Rights of Lender upon occurrence of an Event of Default), not later than 10:00 am
(New York City time) one Business Day prior to the Repayment Date, the Borrower shall repay in full the outstanding principal amount of the Loan and, to the extent not already paid in accordance with
Clause 5.1 (Payment of Interest), all accrued and unpaid interest, any Additional Amounts, and any Tax 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 or clarification to, or change (including a change in interpretation or application) in, or determination
under, the double taxation treaty between Russia and Luxembourg (or any Qualifying Jurisdiction in which the Lender or any successor thereto is resident for tax purposes) or the laws or regulations of
Russia or Luxembourg (or any Qualifying Jurisdiction in which the Lender or any successor thereto is resident for tax purposes) or of any political sub-division thereof or any Agency
therein, the Borrower would thereby be required to pay any Additional Amounts in respect of Taxes pursuant to Clause 8.1 (Additional Amounts), or
pay any Tax Indemnity Amounts pursuant to Clause 8.3 (Tax Indemnity), then the Borrower may (without premium or penalty), upon not less than 30
calendar days' written irrevocable notice to the Lender (and, following the execution of the agreements entered into in connection with the agreed funding source, to the party designated by such
agreements) including an Officers' Certificate of the Borrower, to the effect that the Borrower would be required to pay such Additional Amounts or Tax Indemnity Amounts prepay the Loan in whole (but
not in part) at any time together with all accrued and unpaid interest, any Additional Amounts and any Tax Indemnity Amounts; provided, however, that no such notice shall be given earlier than 90
calendar days prior to the earliest date on which the Borrower would be obligated to pay such 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 of indemnity under Clause 10.1 (Increased
Costs), subject to giving to the Lender not less than 30 calendar days' prior written notice to that effect (without premium or penalty), prepay the whole, but not part only,
of the amount of the Loan, together with any amounts then payable under Clause 10.1 (Increased Costs) and accrued and unpaid interest, any
Additional Amounts and Tax Indemnity Amounts, if any.

7.3   Prepayment in the event of a Change of Control



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7.4   Notice of Prepayment

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

7.5   Costs of Prepayment

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

7.6   No Other Repayments

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

7.7   Purchase of Instruments Issued to the Agreed Funding Source

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

8.     TAXES

8.1   Additional Amounts



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

8.2   Payments

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

8.3   Tax Indemnity

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



Any
payments required to be made by the Borrower under this Clause 8.3 are collectively referred to as "Tax Indemnity Amounts". For
the avoidance of doubt, the provisions of this Clause 8.3 shall not apply to any withholding or deductions of Taxes with respect to the Loan which are subject to payment of Additional Amounts
under Clause 8.1 (Additional Amounts).

8.4   Tax Claims

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

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8.5   Tax Credits and Tax Refunds



8.6   Representations of the Lender

The Lender represents that (a) it is a bank which at the date hereof is a resident of Luxembourg, is subject to taxation in Luxembourg on the basis of its
registration as a legal entity, location of its management body or another similar criterion and it is not subject to taxation in Luxembourg merely on income from sources in Luxembourg or connected
with property located in Luxembourg; (b) it will account for the Loan on the date of closing on its balance sheet as an asset under "loans and advances to customers" and any arrangements with
the agreed funding source as a liability under "liabilities evidenced by paper"; and (c) at the date hereof, it does not have a permanent establishment in Russia.

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

8.7   Exceptions

The Lender agrees promptly, upon becoming aware of such, to notify the Borrower if it ceases to be resident in Luxembourg or a Qualifying Jurisdiction or if any
of the representations set forth in Clause 8.6 (Representations of theLender) are no longer true and correct. If the Lender ceases to be
resident in

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Luxembourg
or a Qualifying Jurisdiction, then, except in circumstances where the Lender has ceased to be resident in Luxembourg or a Qualifying Jurisdiction by reason of any Change of Law (including a
change in a double taxation treaty or in such law or treaty's application or interpretation), 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 sum it would have been obliged to pay if the Lender had not ceased to be resident in Luxembourg or a Qualifying Jurisdiction.

8.8   Delivery of Forms

The Lender shall within 30 calendar days of the request of the Borrower, to the extent it is able to do so under applicable laws including Russian laws, deliver
to the Borrower a certificate issued by the competent Taxing Authority in Luxembourg (or any Qualifying Jurisdiction in which the Lender or any successor thereto is resident for tax purposes)
confirming that the Lender is a tax resident in Luxembourg (or any Qualifying Jurisdiction in which the Lender or any successor thereto is resident for tax purposes) and such other information or
forms as the Borrower may need to be duly completed and delivered by the Lender to enable the Borrower to apply to obtain relief from deduction or withholding of Russian Tax after the date of this
Agreement or, as the case may be, to apply to obtain a tax refund if a relief from deduction or withholding of Russian Tax has not been obtained. The Lender shall, within 30 calendar days of the
request of the Borrower, to the extent it is able to do so under applicable laws including Russian laws, from time to time deliver to the Borrower any additional duly completed application forms as
need to be duly completed and delivered by the Lender to enable
the Borrower to apply to obtain relief from deduction or withholding of Russian Tax or, as the case may be, to apply to obtain a tax refund if a relief from deduction or withholding of Russian Tax has
not been obtained. The certificate and, if required, other forms referred to in this Clause 8.8 shall be duly signed by the Lender, if applicable, and stamped or otherwise approved by the
competent Taxing Authority in Luxembourg (or any Qualifying Jurisdiction in which the Lender or any successor thereto is resident for tax purposes) and apostilled or otherwise legalised. If a relief
from deduction or withholding of Russian Tax under this Clause 8.8 has not been obtained and further to an application of the Borrower to the relevant Russian Taxing Authorities the latter
requests the Lender's rouble bank account details, the Lender shall at the request of the Borrower (x) use reasonable efforts to procure that such rouble bank account of the Lender is duly
opened and maintained, and (y) thereafter furnish the Borrower with the details of such rouble bank account. The Borrower shall pay for all costs associated, if any, with opening and
maintaining such rouble bank account.

8.9   Tax Treatment

The Borrower and the Lender hereby agree to treat the Loan as a debt obligation of the Borrower payable to the Lender, as the beneficial owner of such debt
obligation, for Russian, Luxembourg and U.S. tax purposes.

9.     TAX RECEIPTS

9.1   Notification of Requirement to Deduct Tax

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

9.2   Evidence of Payment of Tax

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

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10.   CHANGES IN CIRCUMSTANCES

10.1 Increased Costs

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



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

10.2 Increased Costs Claims

If the Lender intends to make a claim pursuant to Clause 10.1 (Increased Costs), it shall notify the
Borrower thereof and provide a written description in reasonable detail of the relevant Change of Law or Capital Adequacy Requirement, as the case may be, including a description of the relevant
affected jurisdiction or country and the date on which the change in circumstances took effect; provided that nothing herein shall require the Lender to disclose any confidential information relating
to the organisation of its or any other person's affairs. The written description shall demonstrate the connection between the change in circumstance and the increased costs and shall be accompanied
by relevant supporting documentation evidencing the matters described therein.

10.3 Illegality

If, at any time after the date of this Agreement, it is unlawful for the Lender to make, fund or allow to remain outstanding the Loan made or to be made by it
hereunder or to maintain its agreed funding source of the Loan, then the Lender shall, after becoming aware of the same, deliver to the Borrower a written notice, setting out in reasonable detail the
nature and extent of the relevant circumstances, to that effect and:



10.4 Mitigation

If circumstances arise which would result in:



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then,
without in any way limiting, reducing or otherwise qualifying the rights of the Lender or the Borrower's obligations under any of the above mentioned provisions, the Lender shall, upon becoming
aware of the same, notify the Borrower thereof and, in consultation with the Borrower and to the extent it can lawfully do so and without prejudice to its own position, take reasonable steps to remove
such circumstances or mitigate the effects of such circumstances including, without limitation, by the change of its lending office or transfer of its rights or obligations under this Agreement to
another bank; provided that the Lender shall be under no obligation to take any such action if, in its opinion, to do so might have any adverse effect upon its business, operations or financial
condition or might be in breach of any arrangements which it may have made with the agreed funding source.

11.   REPRESENTATIONS AND WARRANTIES OF THE BORROWER

The Borrower makes the following representations and warranties and acknowledges that the Lender has entered into this Agreement in reliance on those
representations and warranties.

11.1 Due Organisation

Except as described in Schedule II to the Side Letter, each of the Borrower and its Subsidiaries has been duly incorporated and is validly existing as a
legal entity in good standing (where such concept or an analogous concept exists) under the laws of its jurisdiction of incorporation and has full power and authority (corporate and other) to own or
lease its properties and conduct its business as described in Schedule II to the Side Letter, except where the failure to do so would not have a Material Adverse Effect; and the Borrower and
each of its Subsidiaries is duly qualified to do business as a legal entity in good standing (where such concept or an analogous concept exists) in all jurisdictions in which its ownership or lease of
property or the conduct of its business requires such qualification, except where the failure to do so would not have a Material Adverse Effect.

11.2 Authorisations

The Borrower has full corporate power and authority to enter into this Agreement, and this Agreement has been duly authorised, executed and delivered by the
Borrower, and is a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except that the enforcement thereof may be limited by
(i) bankruptcy, insolvency, fraudulent transfer, reorganisation, moratorium and other similar laws relating to or affecting creditors' rights generally and (ii) general equitable
principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

11.3 No Conflict

Neither the Borrower nor any of its Subsidiaries is in violation of its 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, would constitute a default in the due performance and observance of any term, covenant or condition of any agreement or instrument
(for the avoidance of doubt including this Agreement) to which the Borrower or any of its Subsidiaries is a party or by which the Borrower or any of its Subsidiaries is bound or to which any of their
respective properties is subject, except, in each case, where such violation, default or event would not, individually or in the aggregate, have a Material Adverse Effect.

The
execution, delivery and performance of this Agreement by the Borrower, the compliance by the Borrower with all the provisions hereof and the consummation of the transactions
contemplated hereby (a) will not require any consent, approval, authorisation or other order of any court, regulatory body, administrative agency or other governmental body (except such as may
be required under the securities or Blue Sky laws of the various states of the United States or any securities laws of any jurisdiction other than Russia, Luxembourg, the United Kingdom and the
Federal law of the United States) except for such consents, approvals, authorisations or other orders as have been obtained and which are in full force and effect and except for such consents as may
be obtained within 30 days of the requirement for such consent arising, (b) will not conflict with or constitute a breach of any of the terms or provisions of, or constitute a

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default
under, the charter or other constitutive documents of the Borrower, (c) will not conflict with or constitute a breach of any agreement, indenture or other instrument to which the
Borrower or any of its Subsidiaries is a party or by which the Borrower, any of its Subsidiaries or their respective property or assets is bound, and (d) will not violate or conflict with any
laws, administrative regulations or rulings or court decrees applicable to the Borrower, any of its Subsidiaries or their respective property, except, in the case of clause (c), for any
conflict, breach or violation which would not have a Material Adverse Effect.

11.4 Financial Statements

The audited consolidated financial statements of the Borrower and the related notes thereto, as contained in Schedule I and Schedule II to the Side
Letter, were prepared in accordance with U.S. GAAP consistently applied throughout the periods involved, except as set forth in Schedule II to the Side Letter, and present fairly, in all
material respects, the consolidated financial position of the Borrower as at the dates at which they were prepared and the results of the operations and the cash flows of the Borrower in respect of
the periods for which they were prepared. The other financial and statistical information and data, including, but not limited to, the 1998 summary consolidated and combined historical financial data
of the Borrower and the 2000 and 2001 financial data, set forth in Schedule I and Schedule II to the Side Letter is, in all material respects, accurately presented and prepared on a
basis consistent with such financial statements, where applicable, and the books and records of the Borrower and its Subsidiaries and, in the case of the 1998 summary consolidated and combined
historical financial data of the Borrower, has been correctly extracted from the Borrower's 1998 unaudited financial statements and, in the case of the 2000 and 2001 financial data, has been correctly
extracted from the consolidated financial statements of the Borrower audited by Arthur Andersen. Since the 31 December 2002 consolidated financial statements contained in Schedule I and
Schedule II to the Side Letter and, except as disclosed in Schedule II to the Side Letter, (a) there has been no material adverse change in the condition (financial or otherwise)
or affecting the business,
prospects, financial position, or results of operations of the Borrower or the Borrower and its Subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of
business; and (b) neither the Borrower nor any of its Subsidiaries has entered into any transaction or agreement material to the Borrower or to the Borrower and its Subsidiaries taken as a
whole, other than in the ordinary course of business.

The
audited financial statements of each Guarantor and the related notes thereto, as contained in Schedule I and Schedule II to the Side Letter, were prepared in accordance
with Russian GAAP consistently applied throughout the periods involved, except as set forth in Schedule II to the Side Letter, and present fairly, in all material respects, the financial
position of each Guarantor as at the dates at which they were prepared and the results of the operations and the cash flows of each Guarantor in respect of the periods for which they were prepared.
The other financial and statistical information and data set forth in Schedule I and Schedule II to the Side Letter is, in all material respects, accurately presented and prepared on a
basis consistent with such financial statements and the books and records of each Guarantor and its Subsidiaries. Since the 31 December 2002 financial statements contained in Schedule I
and Schedule II to the Side Letter and, except as disclosed in Schedule II to the Side Letter, (a) there has been no material adverse change in the condition (financial or
otherwise) or affecting the business, prospects, financial position, or results of operations of any Guarantor or any Guarantor and its Subsidiaries taken as a whole, whether or not arising from
transactions in the ordinary course of business; and (b) none of the Guarantors nor any of their Subsidiaries have entered into any transaction or agreement material to such Guarantor or to
such Guarantor and its Subsidiaries taken as a whole, other than in the ordinary course of business.

The
selected Guarantor financial information, as contained in Schedule I and Schedule II to the Side Letter, was prepared on the basis stated therein, consistently applied
and without any material adjustments not disclosed therein, and present fairly, in all material respects, those aspects of the financial position of each Guarantor that are stated therein.

11.5 No Other Indebtedness

The Borrower has no Indebtedness, other than Indebtedness (a) as set forth in the December 31, 2002 audited consolidated balance sheet of the
Borrower; (b) as disclosed in Schedule II to the Side Letter or (c) that in the aggregate would not have a Material Adverse Effect

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11.6 Payment in U.S. Dollars

All payment obligations of the Borrower 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, licenses and permissions to make and may make such payments in U.S. dollars.

11.7 Taxes

Except as disclosed in Schedule II to the Side Letter, each of the Borrower and the Significant Subsidiaries has duly filed with the appropriate Taxing
Authorities, or has received an extension for filing with respect to, all tax returns, reports and other information required to be filed by it, and each such tax return, report, or other information
was, when filed, accurate and complete in all material respects; and, except as disclosed in Schedule II to the Side Letter, each of the Borrower and the Significant Subsidiaries has duly paid,
or has made adequate reserves for, all Taxes required to be paid by it and any other assessment, fine or penalty levied against it, and to the best of the Borrower's knowledge, no Tax deficiency is
currently asserted against the Borrower or any of the Significant Subsidiaries, except, in each case, where any failure to do so would not have a Material Adverse Effect

11.8 Litigation and Contracts

Except as set forth in the Schedule II to the Side Letter (which disclosure shall be disregarded for the purposes of Clause 11.21
(Repetition)): (A) there are no pending legal or governmental proceedings against the Borrower or any of its Subsidiaries or any of their
respective properties and (B) there are no pending legal or governmental proceedings naming, and, to the best knowledge of the Borrower, there are no threatened legal or governmental
proceedings against or naming, the Borrower or any of its Subsidiaries or any of their respective properties that, in each case, if determined adversely to the Borrower or any such Subsidiary, would
individually or in the aggregate have a Material Adverse Effect or would have a material adverse effect on the ability of the Borrower to perform its obligations under this Agreement and, to the best
knowledge of the Borrower, no such proceedings are contemplated.

11.9 Labour

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

11.10 Title, Licenses and Consents

Except as set forth in Schedule II to the Side Letter, each of the Borrower and its Subsidiaries possesses all certificates, authorisations, licences and
permits issued by appropriate governmental agencies 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 in the
aggregate, have a Material Adverse Effect and neither the Borrower nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification for any such
certificate, authorisation or permit that, if determined adversely to the Borrower or any of its Subsidiaries, could have a Material Adverse Effect.

Except
as set forth in Schedule II to the Side Letter, each of the Borrower and its Subsidiaries (A) has good and marketable title to all items of real property owned by it
and good and marketable title to all other property and assets owned by it, in each case free and clear of any security interests, liens, encumbrances, equities, claims and other defects that would
affect the value thereof or interfere with the use made or proposed to be made thereof by it, and (B) holds any real property and buildings leased by it under valid, subsisting and enforceable
leases with no exceptions that would interfere with the use made or proposed to be made thereof by it, except, in the cases of each of (A) and (B), where the failure to do so would not,
individually or in the aggregate, have a Material Adverse Effect.

Except
as set forth in Schedule II to the Side Letter, the Borrower and each of its Subsidiaries owns or possesses all patents, patent applications, trademarks, service marks,
trade names, licenses, copyrights and proprietary or other confidential information currently employed by it in connection with its business (collectively, "intellectual
property rights"), except, in each case, where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect; and neither the Borrower nor
any of its Subsidiaries has received any notice of infringement of or conflict with asserted rights of others with

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respect
to any intellectual property rights that, if determined adversely to the Borrower or any of its Subsidiaries, could individually or in the aggregate have a Material Adverse Effect.

11.11 Adequate Insurance

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

11.12 No Withholding or Similar Tax

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

11.13 Not an Investment Company

Without regard to the number or nature of the holders of their securities neither the Borrower nor any Guarantor is and, after giving effect to the Loan and the
application of the proceeds thereof will not be, required to register as an "investment company" as defined in the U.S. Investment Company Act of 1940, as amended.

11.14 Rating

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

11.15 No Liquidation or Similar Proceedings

No receiver or liquidator (or similar person) has been appointed in respect of the Borrower or any Subsidiary of the Borrower or in respect of any part of the
assets of the Borrower or any Subsidiary of the Borrower; no resolution, order of any court, regulatory body, governmental body or otherwise, or petition or application for an order, has been passed,
made or presented for the winding up of the Borrower or any Subsidiary of the Borrower or for the protection of the Borrower or any such Subsidiary from its creditors; and the Borrower has not, and no
Subsidiary of the Borrower has, stopped or suspended payments of its debts, become unable to pay its debts or otherwise become insolvent.

11.16 Certificates

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

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11.17Pari PassuObligations

The obligations of the Borrower under this Agreement will rank at leastpari passuin right of payment with all
other unsecured and unsubordinated obligations of the Borrower, except as otherwise provided by mandatory provisions of applicable law.

11.18 No Stamp Taxes

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

11.19 No Events of Default

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

11.20 Health, Safety and Environment

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

Neither
the Borrower nor any of its Subsidiaries is subject to any claims, costs or liabilities associated with any hse laws (including, without limitation, any capital or operating
expenditures required for clean-up, closure of properties or compliance with hse laws or to acquire or comply with the terms and conditions of any permit, license or approval under any hse
laws, any constraints on operating activities and any potential liabilities to third parties) which could, individually or in the aggregate, have a Material Adverse Effect; and, to the best of the
Borrower's knowledge, having made all due inquiries, there are no past or present events, conditions, circumstances, activities, practices, incidents or actions that would be reasonably likely to give
rise to such costs, liabilities or claims;

11.21 Repetition

Each of the representations and warranties in Clause 11 (Representations and Warranties of the Borrower)
shall be deemed to be repeated by the Borrower on the date of the making of the Loan and each of Clause 11.1 (Due Organisation) (solely with
respect to the Borrower and provided that, upon the occurrence of a merger or sale of assets pursuant to Clause 14.6 (Mergers and Similar
Transactions), the Borrower is the Surviving Entity), Clause 11.2 (Authorisations) Clause 11.3
(No Conflict) and Clause 11.8 (Litigation and Contracts) (solely with respect to any legal or
governmental 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 or enforceability of this Agreement (except for any such proceedings as may have been disclosed in writing by the Borrower to the Lender prior to the relevant date of repetition)
shall be deemed to be repeated and updated on each Interest Payment Date. The Borrower shall inform the Lender in writing of any breach or prospective breach of such deemed repeated representations
and warranties as soon as it becomes aware of the same.

12.   REPRESENTATIONS AND WARRANTIES OF THE LENDER

In addition to the representations and warranties set forth in Clause 8.6 (Qualifying Lender), the Lender
makes the representations and warranties set out in Clause 12.1 (Status) to Clause 12.4 (No
Conflicts),
inclusive, and acknowledges that the Borrower has entered into this Agreement in reliance on those representations and warranties.

12.1 Status

The Lender is duly incorporated under the laws of Luxembourg and is resident in Luxembourg for taxation purposes and has full corporate power and authority to
enter into this Agreement and any other agreements relating to the agreed funding source, and to undertake and perform the obligations expressed to be assumed by it herein and therein.

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12.2 Authorisation

Each of this Agreement and any other agreements entered into in connection with the agreed funding source has been duly authorised, executed and delivered by the
Lender, and is a legal, valid and binding obligation of the Lender, enforceable against the Lender in accordance with its terms, except that the enforcement thereof may be subject to bankruptcy,
insolvency, fraudulent conveyance, reorganisation, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles.

12.3 Consents and Approvals

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

12.4 No Conflicts

The execution of this Agreement and any other agreements relating to the agreed funding source and the undertaking and performance by the Lender of the
obligations expressed to be assumed by it herein and therein will not conflict with, or result in a breach of or default under, 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 all reports and other communications (financial or
other) furnished to stockholders of the Borrower and furnish to the Lender, (i) as promptly as practicable, copies of any reports and financial statements furnished to or filed with any
securities exchange (other than any securities exchange in Russia) on which any class of securities of the Borrower is listed (such financial statements to be on a consolidated basis and prepared in
accordance with U.S. GAAP consistently applied with the preceding
period); and (ii) such additional publicly available information concerning the business and financial condition of the Borrower as the Lender may from time to time reasonably request. In
addition, the Borrower shall furnish to the Lender, such information as the London Stock Exchange plc (or any other or further stock exchange or stock exchanges or any other relevant authority or
authorities on which the instruments issued to the agreed funding source may, from time to time, be listed or admitted to trading) may require in connection with the listing or admittance to trading
on such stock exchange or relevant authority of instruments issued to the agreed funding source.

If
so requested by the Lender, the Borrower shall deliver to the Lender (and, following the execution of any other agreements entered into in connection with the agreed funding source,
to the party designated by such agreements), within 14 days of such request, an Officers' Certificate (a) stating that to the best of each of the Officers' knowledge (i) the
Borrower has kept, observed, performed and fulfilled each and every covenant, and complied with the covenants and conditions contained in this Agreement and (ii) the Borrower is not in default
in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of
which he may have knowledge) and (b) setting out the calculations of the ratios set out in clause 14.13(a).

14.   COVENANTS

14.1 Liens

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

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14.2 Stay, Extension and Usury Laws

The Borrower covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in 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 the Borrower
(to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of 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 (and, following the execution of any other agreements entered into in connection with the agreed funding source, to the party designated by such agreements),
but will suffer and permit the execution of every such power as though no such law had been enacted.

14.3 Asset Sales

The Borrower will not, and will not permit any of its Subsidiaries to consummate any Asset Sale, unless the proceeds received by the Borrower or such Subsidiary,
as the case may be, are at least equal to the Fair Market Value of the assets sold or disposed of (as determined in good faith by the Board of Directors of the Borrower or the relevant Subsidiary) and
an amount equal to such proceeds (less any costs plus reasonable expenses incurred in relation to such Asset Sale) is either (a) applied to repay permanently any Indebtedness (other than
subordinated Indebtedness) 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 the business of the Borrower or
any Subsidiary, being any food and beverage business that the Borrower or any such Subsidiary may conduct at the relevant time, in each case within 360 days of the date when such proceeds are
received.

14.4 Transactions with Affiliates and Related Persons





14.5 Change of Control

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

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14.6 Mergers and Similar Transactions



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14.7 Maintenance of Authorisations

So long as any amount remains outstanding hereunder:



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

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14.8 Maintenance of Property

So long as any amount remains outstanding hereunder, the Borrower and its Significant Subsidiaries will cause all property used in the conduct of its or their
business to be maintained and kept in good condition, repair and working order and supplied with all necessary equipments and shall cause to be made all necessary repairs, renewals, replacements and
improvements thereof, all as, in the judgments of the Borrower or any Significant Subsidiary, may be reasonably necessary so that the business carried on in connection therewith may be properly
conducted at all times.

14.9 Payment of Taxes

The Borrower shall, and shall cause each of its Subsidiaries to pay or discharge, before the same shall become overdue all Taxes, assessments and governmental
levies, except (i) as contested in good faith and by appropriate proceedings and for which adequate reserves, as determined by the Borrower, in accordance with appropriate accounting provisions
have been made or (ii) the amount of which, together with all such other unpaid and undischarged Taxes, assessments and governmental levies does not in aggregate exceed U.S.$1 million.

14.10 Financial Covenant

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



14.11 Maintenance of ownership of Guarantors

The Borrower shall not permit any Person or Persons, other than the Borrower or another Subsidiary of the Borrower, to directly or indirectly, alone or in the
aggregate, own or control more that 24.9 per cent. of the Capital Stock with voting power of any Guarantor.

14.12 No limitation on dividend or other payments affecting Subsidiaries



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14.13 Maintenance of Guarantee and Certain Ratios



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14.14 Insurance

The Borrower and each of its Significant Subsidiaries will obtain and maintain insurance with an insurer or insurers of sufficient standing against such losses
and risks and in such amounts as are prudent and customary in the businesses in which they are engaged in the jurisdiction where they operate, respectively, at a cost that would not have a Material
Adverse Effect; provided that if the Borrower or any such Subsidiary can remedy any failure to comply with the above within 30 days, this covenant 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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15.2 Rights of Lender upon occurrence of an Event of Default



15.3 Other Remedies

If an Event of Default occurs and is continuing, the Lender by notice to the Borrower and/or the Guarantors, as the case may be, (and, following the execution of
any other agreements entered into in connection with the agreed funding source, the party designated by such agreements) may pursue any available remedy to collect the payment of principal or interest
on the Loan or to enforce the performance of any provision of this Agreement or the Guarantee. A delay or omission by the Lender (and, following the execution of any other agreements entered into in
connection with the agreed funding source, by the party designated by such agreements) in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

15.4 Notification of Default or Event of Default

The Borrower shall and shall procure that each of the Guarantors shall promptly on becoming aware thereof inform the Lender of the occurrence of any Default or
Event of Default and, upon receipt of a written request to that effect from the Lender, confirm to the Lender that, save as previously notified to the Lender or as notified in such confirmation, no
Default or Event of Default has occurred.

16.   DEFAULT INTEREST AND INDEMNITY

16.1 Default Interest Periods

If any sum due and payable by the Borrower hereunder is not paid on the due date therefor in accordance with the provisions of Clause 19
(Payments) or if any sum due and payable by the Borrower under any judgement of any court in connection herewith is not paid on the date of such
judgment, the period beginning on such due date or, as the case may be, the date of such judgment and ending on the date upon which the obligation of the Borrower to pay such sum (the balance thereof
for the time being unpaid being herein referred to as an "unpaid sum") is discharged shall be divided into successive periods, each of which, other than
the first, shall start on the last day of the preceding such period and the duration of each of which shall, except as otherwise provided in this Clause 16 (Default
Interest and Indemnity), be selected by the Lender, but shall in any event not be longer than one month.

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16.2 Default Interest

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

16.3 Payment of Default Interest

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

16.4 Borrower's Indemnity

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

The
Borrower also undertakes to indemnify the Lender against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, legal fees) arising out
of, 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, any instruments issued to the agreed funding
source.

16.5 Unpaid Sums as Advances

Any unpaid sum shall, for the purposes of this Clause 16 (Default Interest and Indemnity) and
Clause 10.1 (Increased Costs), be treated as an advance and accordingly in this Clause 16 (Default Interest and
Indemnity) and Clause 10.1 (Increased Costs) the term "Loan" includes any unpaid sum and the term "Interest Period," in
relation to an unpaid sum, includes each such period relating thereto as is mentioned in Clause 16.1 (Default Interest Periods).

17.   AMENDMENTS TO AGREED FUNDING SOURCE AGREEMENTS

Any amendment to, or waivers of any provision of, any agreements entered into in connection with the agreed funding source shall be prohibited without the express
written consent of the Borrower, which consent shall not be unreasonably withheld (other than amendments or waivers that are made pursuant to any legal, regulatory or accounting requirement, with
respect to which the Lender shall consult with the Borrower to the extent reasonably 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 and every sum at any time due from the Borrower hereunder.

18.2 Currency Indemnity

If any sum due from the Borrower under this Agreement or any order or judgment given or made in relation hereto has to be converted from the currency (the
"first currency") in which the same is 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 the Borrower, (b) obtaining an order or judgment in any court or other tribunal or
(c) enforcing any order or judgment given or made in relation hereto, the Borrower shall indemnify and hold harmless the Lender from and against any loss suffered or reasonably incurred as a
result of any discrepancy between (i) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (ii) the rate or
rates of exchange at which the Lender may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part,
of any such order, judgment, claim or proof.

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19.   PAYMENTS

19.1 Payments to the Lender

On each date on which this Agreement requires an amount denominated in U.S. dollars to be paid by the Borrower, the Borrower shall make the same available to the
Lender by payment in U.S. dollars and in same day funds on such date, or in such other funds as may for the time being be customary in London for the settlement in London of international banking
transactions in U.S. dollars, to the Account. The Borrower shall procure that the bank effecting payment on its behalf confirms to the Lender or to such person as the Lender may direct by tested telex
or authenticated SWIFT message three Business Days prior to the date that such payment is required to be made by this Agreement the payment instructions relating to such payment.

19.2 Alternative Payment Arrangements

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

19.3 No Set-off

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

20.   COSTS AND EXPENSES

20.1 Transaction Expenses and Fees

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

20.2 Preservation and Enforcement of Rights

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

20.3 Stamp Taxes

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

20.4 Lender's Costs

The Borrower shall, from time to time on demand of the Lender, and without prejudice to the provisions of Clause 20.2 (Preservation
and Enforcement of Rights), compensate the Lender at such daily and/or hourly rates as the Lender shall from time to time reasonably determine for the time and expenditure, all
costs and expenses (including telephone, fax, copying, travel and personnel costs) reasonably incurred and properly documented by the Lender in connection with its taking such action as it may deem
appropriate or in complying with any request by the Borrower in connection with:



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21.   ASSIGNMENTS AND TRANSFERS

21.1 Binding Agreement

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

21.2 No Assignments and Transfers by the Borrower

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

21.3 Assignments by the Lender



22.   CALCULATIONS AND EVIDENCE OF DEBT

22.1 Basis of Accrual

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

22.2 Evidence of Debt

The Lender shall maintain, in accordance with its usual practice, accounts evidencing the amounts from time to time lent by and owing to it hereunder; in any
legal action or proceeding arising out of or in connection with this Agreement, in the absence of manifest error and subject to the provision by the

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Lender
to the Borrower of written information describing in reasonable detail the calculation or computation of such amounts together with the relevant supporting documents evidencing the matters
described therein, the entries made in such accounts shall be conclusive evidence of the existence and amounts of the obligations of the Borrower therein recorded.

22.3 Change of Circumstance Certificates

A certificate signed by two authorised signatories of the Lender describing in reasonable detail (a) the amount by which a sum payable to it hereunder is
to be increased under Clause 8.1 (Additional Amounts) or (b) the amount 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, beprima facieevidence of the existence and amounts of the specified
obligations of the Borrower.

23.   REMEDIES AND WAIVERS, PARTIAL INVALIDITY

23.1 Remedies and Waivers

No failure by the Lender to exercise, nor any delay by the Lender in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any right or remedy prevent any further 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 any rights or remedies provided by law.

23.2 Partial Invalidity

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

24.   NOTICES; LANGUAGE

24.1 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.

24.2 Delivery

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

24.3 Language

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

25.   LAW AND JURISDICTION

25.1 English Law

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

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25.2 English Courts

Each of the Lender and the Borrower agrees that the courts of England shall have jurisdiction to hear and determine any suit, action or proceedings, and to settle
any disputes, which arise out of or in connection with this Agreement ("Proceedings") and, for such purposes, irrevocably submit to the jurisdiction of
such courts.

25.3 Appropriate Forum

Each of the Lender and the Borrower irrevocably waives any objection which it might now or hereafter have to the courts of England being nominated as 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 appropriate forum.

25.4 Service of Process

The Lender and the Borrower agree that the process by which any Proceedings in England are begun may be served on them by being delivered to UBS Limited and Law
Debenture Corporate Services Limited, respectively, or their registered offices for the time being. If any such Person mentioned in this Clause is not or ceases to be effectively appointed to accept
service of process on the Lender's behalf,
the Lender shall immediately appoint a further Person in England to accept service of process on its behalf. If such Person mentioned in this Clause is not or ceases to be effectively appointed to
accept service of process on the Borrowers' behalf, the Borrower shall immediately appoint 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 serve process in any other manner permitted by law.

25.5 Non-exclusivity

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

25.6 Consent to Enforcement, etc.

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

25.7 Arbitration

If any dispute or difference of whatever nature howsoever arises from or in connection with this Agreement, or any supplement, modifications or additions thereto
(each a "Dispute"), the Lender may elect, by notice to the Borrower, to settle such claim by arbitration in accordance with the following provisions.
The Borrower hereby agrees that (regardless of the nature of the Dispute) any Dispute may be settled by arbitration in accordance with the UNCITRAL Arbitration Rules (the
"Rules") as at present in force by a panel of three arbitrators appointed in accordance with the Rules. The seat of any reference to arbitration shall
be London, England. The procedural law of any reference to arbitration shall be English law. The language of any arbitral proceedings shall be English. The appointing authority for the purposes set
forth in Articles 7(2) and 7(3) of the Rules shall be the London Court of International Arbitration.

25.8 Contracts (Rights of Third Parties) Act 1999

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

25.9 Counterparts

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

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AS WITNESSthe hands of the duly authorised representatives of the parties hereto the day and year first before written.

SIGNATURE PAGE

| |  |                                                                                                                                 |                                                            
| |  | ------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------
| |  | Borrower
OPEN JOINT STOCK COMPANY WIMM-BILL-DANN FOODS                                                                         
| |  | By:
Title:                                                                                                                      | /s/V. PREOBRAJENSKYV. Preobrajensky Chief Executive Officer
| |  | By:
Title:                                                                                                                      | /s/E. LARYUSHKINAE. Laryushkina Chief Accountant           
| |  | Notices:                                                                                                                       
| |  | Open Joint Stock Company
Wimm-Bill-Dann Foods
Yauzsky Boulevard 16/15
109028 Moscow
The Russian Federation
Fax: +7 095 105 5805
| |  | Lender
UBS (LUXUMBOURG) S.A.                                                                                                   
| |  | By:
Title:                                                                                                                      | /s/M. SCHWITTERM. Schwitter                                
| |  | By:
Title:                                                                                                                      | /s/F. GERSTERF. Gerster                                    
| |  | Notices:                                                                                                                       
| |  | UBS (Luxembourg) S.A.
36-38 Grand' rue
L-1600 Luxembourg
Fax: +352-45 12 12 703
Attention: Michael Schwitter/Flemming Gerster  

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