Exhibit 4.8.1


 


EXECUTION
VERSION


 


AMENDMENT
AGREEMENT NO.1


 


between


 


MOBILE
TELESYSTEMS OPEN JOINT STOCK COMPANY


 


and


 


SKANDINAVISKA ENSKILDA BANKEN AB (publ)


 


in
relation to a Export Credit Agreement


dated 1
August 2008


 

















 


THIS AMENDMENT AGREEMENT is made on 28 October 2008


 


BETWEEN


 


1.                                              MOBILE TELESYSTEMS OPEN JOINT STOCK COMPANY, a  company established and
existing under the laws of the Russian Federation and having its registered
address at 4 Marksistskaya Street, 109147 Moscow, Russian Federation, as borrower
(the “Borrower”);


 


2.                                      SKANDINAVISKA ENSKILDA BANKEN
AB (PUBL) a bank
established and existing under the laws of Sweden and having its registered
address at Kungsträdgårdsgatan 8, 106 40 Stockholm as lender (the “Lender”)


 


WHEREAS this Agreement is supplemental to a Export Credit Agreement (the “Credit Agreement”) dated 1 August 2008 and made between
the Borrower and the Lender.


 


IT IS AGREED as follows:


 


1                                                  Definitions


 


1.1                                          All words and expressions defined in the Credit Agreement shall have
the same meanings when used herein. In addition:


 


                                                        “Effective Date” has the meaning
given to it in Clause 3.1 hereunder.


 


2                                                  Amendments to the Credit Agreement


 


2.1                                          On and from the Effective Date the definition of Availability Period
be amended to read:


 


“Availability Period”
means in relation to:


 


Tranche 1 and EKN Tranche 1
(which relates to order number FCP 103 6446/1) the period from and including
the date of this Agreement and ending on a date 11 Months thereafter;


 


Tranche 2 and EKN Tranche 2
(which relates to order number FCP 1038836) the period from the first delivery
date (as defined in the order no. above) and ending on a date 11 Months
thereafter; and


 


Tranche 3 and EKN Tranche 3
(which relates to order number FCP 1039451) the period from the first delivery
date (as defined in the order no. above) and ending on a date  11 Months thereafter.


 


Neither of the Tranches above will be available
after 1 December 2009.


 


1

















 


2.2                                         On and from the Effective Date Schedule 2 Part 1, EKN Premium Tranch Utilisation Request shall be amended to
read as set out in Appendix 1 to this Agreement


 


2.3                                         On and from the Effective Date Schedule 2 Part 3, Supplier ́s Certificate of the Credit Agreement shall be
amended to read as set out in Appendix 2 to this Agreement.


 


3                                                  Effectiveness


 


3.1                                          This Agreement shall become effective on the date (the “Effective Date”) on which the Borrower has signed this
Agreement.


 


4                                                  Miscellaneous


 


4.1                                          This Agreement shall be read in one with the Credit Agreement and
save as varied hereby, the Credit Agreement shall continue in full force and
effect.


 


5                                                  Governing Law; Jurisdiction


 


5.1                                          The provisions of Clause 30 and 31 of
the Credit Agreement shall be incorporated into this Agreement mutatis mutandis.


 


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


 


The Borrower


MOBILE TELESYSTEMS OPEN
JOINT STOCK COMPANY


Address:        4 Marksistskaya
Street,


109147 Moscow, Russian Federation


Fax No:  +7 495 911 6531


Attention:


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Irina R. Borisenkova

  	
   

  
	
  Title:

  	
  Chief Accountant

  	
   

  
				



 


 


Signing page will
follow.


 


2

















 


The
Lender


Skandinaviska
Enskilda Banken AB (publ)


Address:        Kungsträdgårdsgatan
8


106 40 Stockholm, Sweden


Fax No:   +46 8 763 8919


 


By


 


3

















 


Appendix
1 to Amendment Agreement No 1


 


SCHEDULE 2


Part 1


 


EKN PREMIUM TRANCHE UTILISATION REQUEST


 


	
  From:

  	
   

  	
  OJSC Mobile
  Telesystems, Moscow

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  To:

  	
   

  	
  Skandinaviska Enskilda Banken AB (publ)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
  [        ]

  	
   

  	
   

  



 


Dear Sirs


 


OJSC Mobile Telesystems, Moscow (the “Borrower”) — Export Credit
Agreement dated [           ]
2008 (the “Facility Agreement”)


 


1.                               We refer to the
Facility Agreement. This is a EKN Premium Tranche Utilisation Request. Terms
defined in the Facility Agreement shall have the same meaning in this EKN
Premium Tranche Utilisation Request unless given a different meaning in this
EKN Premium Tranche Utilisation Request.


 


2.                               We request a Utilisation
in dollars under the Facility Agreement on the following terms:


 


	
  Tranche:

  	
   

  	
  EKN Premium
  Tranche No.

  
	
   

  	
   

  	
   

  
	
  Proposed
  Utilisation Date:

  	
   

  	
  [           ]
  (or, if that is not a Business Day, the next Business Day)

  
	
   

  	
   

  	
   

  
	
  Tranche
  amount:

  	
   

  	
  US$ [           ]
  or, if less, the Available Facility in respect of the EKN Premium Facility.

  



 


3.                                We confirm that each
condition specified in Clause 4.1 (Initial
conditions precedent) and Clause 4.2 (Further conditions precedent) is satisfied on the date of
this Utilisation Request.


 


4.                                 We hereby approve that
the Tranche amount above shall be used for payment of the EKN Premium according
to an invoice issued by EKN and instruct the Lender to execute such payments to
EKN.


 


5.                                 This Utilisation
Request is irrevocable.


 


6.                                 We confirm that:


 


4

















 


(a)                                      the amount referred to
in paragraph 2 above does not include any amount for which a drawing has been
made under the Facility Agreement or any other loan facility agreement;


 


(b)                                     the requested Tranche
complies with Clause 3. (Purpose)
of the Facility Agreement;


 


(c)                                      the amount referred to
in paragraph 2 above does not include any amount in respect of any matter
currently the subject of any legal proceedings, nor to the best of our
knowledge and belief will it become the subject of legal proceedings;


 


(d)                                     the Frame Supply
Contract is in full force and effect and there is no default under such
contract;


 


(e)                                      the Repeating
Representations are true in all material respects; and


 


(f)                                        you may rely on the
accuracy and completeness of all information and documents contained in or
supplied with this certificate or delivered pursuant hereto.


 


7.                                 We undertake to supply
you with such additional information and documentation, and such clarification,
as you advise us is necessary or reasonably desirable in connection with the
EKN Final Guarantee and we agree we will not hold you responsible for any delay
in meeting this request for a Tranche occasioned by you making such request for
information.


 


	
  Yours faithfully

  
	
   

  
	
   

  	
   

  	
   

  
	
  authorised signatory for

  
	
  OJSC MobileTelesystems, Moscow

  
	
  [signature of Chief Accountant is recognized]

  



 


5

















 


To


 


OJSC Mobile Tele Systems


4 Marksistskaya Street


Moscow 109147


Russia Federation


 


Certificate
for Disbursement for the EKN Premium


 


OJSC Mobile Tele Systems, Moscow (“the Borrower”) — Export Credit
Agreement dated 1 August 2008 (the “Facility Agreement”)


 


We hereby confirm to you that the EKN Premium related
to EKN Tranche
[                    ]
and your EKN Premium Tranche Utilisation Request dated
[                       ]
in an amount of USD 
[                            ]
has been paid to EKN as per [                    ]
according to the attached invoice issued by EKN.


 


Stockholm


 


Skandinaviska Enskilda Banken AB (publ)


 


6

















 


Appendix 2 to Amendment Agreement No 1


 


Part 3


SUPPLIER ́S
CERTIFICATE


 


	
  From:

  	
   

  	
  the Supplier

  
	
   

  	
   

  	
   

  
	
  To:

  	
   

  	
  OJSC
  MobileTelesystems, Moscow

  
	
   

  	
   

  	
   

  
	
  cc:

  	
   

  	
  Skandinaviska
  Enskilda Banken AB (publ)

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
  [                   ]

  



 


Dear Sirs


 


OJSC MobileTelesystems,
Moscow (the “Borrower”) — Export Credit Agreement dated 1 August 2008 (the
“Facility Agreement”)


 


We refer to
the Facility Agreement and the Equipment Tranche Utilisation Request dated
[          ], which has been
made available to us. We understand that the Borrower has requested a drawing
of a Tranche under the Facility Agreement to reimburse a payment made in
respect [insert details of relevant Equipment Tranche Utilisation Request], and
we give this certificate in connection with the Borrower’s requested drawing.
Terms defined in the Facility Agreement have the same meaning in this Supplier’s
Certificate.


 


We represent
and warrant that:


 


(a)                                          the Borrower has to date fulfilled all of its payment obligations
assumed towards us under the Frame Supply Contract and Purchase Order no. [   ]
in respect of Eligible Goods;


 


(b)                                         the amount claimed by the Borrower for reimbursement pursuant to the
Equipment Tranche Utilisation Request dated [                ]
to which this certificate relates does not include any amount for which we have
received a disbursement under the Facility or for which the Borrower has
previously received a reimbursement under any document of which we have notice;


 


(c)                                          the Borrower has fully paid 100 per cent. of the amount of the
relevant invoice(s) in respect of the Eligible Goods which relate to the
Equipment Tranche Utilisation Request.


 


(d)                                         the new and amended payment schedule to the
Frame Supply Contract is signed and legally binding and that the payment terms
according to the Frame Supply Contract are compliant with the OECD rules.


 


7

















 


(e)                                          15% of the Frame Supply Contract no [              ] has been paid before the Mean
Value Delivery Date is reached for that contract.


 


(f)                                            all relevant 
shipping documents are signed and executed and the Eligible Goods
transported in accordance with the rules and regulations in the Frame
Supply Contract and Purchase Orders mentioned under (a) above.


 


(g)                                         We are enclosing a summary of invoices related
to the Frame Supply Contract and Purchase orders mentioned under (a) above.


 


 


	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Authorised
  Signatory

  	
   

  



 


8