Exhibit 4.5


 


CONFORMED COPY


 


 


FACILITY
AGREEMENT


 


for


 


MOBILE
TELESYSTEMS OPEN JOINT STOCK COMPANY


 


arranged by


 


ABN AMRO BANK N.V., ABSOLUT
BANK (ZAO), BANC OF AMERICA

SECURITIES LIMITED, BANK OF CHINA (ELUOSI), BANK OF CHINA (UK)

LIMITED, JOINT-STOCK COMPANY BANQUE SOCIÉTÉ GÉNÉRALE VOSTOK,

BAYERISCHE LANDESBANK, BNP PARIBAS,

CREDIT SUISSE INTERNATIONAL,

EXPORT DEVELOPMENT CANADA, HSBC BANK PLC,

ING BANK N.V., J.P. MORGAN PLC,

SOCIÉTÉ GÉNÉRALE CORPORATE

AND INVESTMENT BANKING PARIS,

UNICREDIT BANK AUSTRIA AG, 

WESTLB AG, LONDON BRANCH, and

ZAO UNICREDIT BANK


 


as Mandated
Lead Arrangers


 


and


 


ING BANK
N.V., LONDON BRANCH


 


acting as
Agent


 





 


Linklaters LLP 


 


Ref GDM/CWY


 

















 


CONTENTS


 


	
  CLAUSE

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  
	
  SECTION 1 INTERPRETATION

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  1

  	
  DEFINITIONS AND INTERPRETATION

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2 THE FACILITIES

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  2

  	
  THE FACILITIES

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  3

  	
  PURPOSE

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  4

  	
  CONDITIONS OF UTILISATION

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3 UTILISATION

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  5

  	
  UTILISATION

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4 REPAYMENT, PREPAYMENT AND
  CANCELLATION

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  6

  	
  REPAYMENT

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  7

  	
  PREPAYMENT AND CANCELLATION

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5 COSTS OF UTILISATION

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  8

  	
  INTEREST

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  
	
  9

  	
  INTEREST PERIODS

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  
	
  10

  	
  CHANGES TO THE CALCULATION OF INTEREST

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  
	
  11

  	
  FEES

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6 ADDITIONAL PAYMENT OBLIGATIONS

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
  12

  	
  TAX GROSS-UP AND INDEMNITIES

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
  13

  	
  INCREASED COSTS

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
  14

  	
  OTHER INDEMNITIES

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  
	
  15

  	
  MITIGATION BY THE LENDERS

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  
	
  16

  	
  COSTS AND EXPENSES

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7 REPRESENTATIONS,
  UNDERTAKINGS AND EVENTS OF DEFAULT

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  
	
  17

  	
  REPRESENTATIONS

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  
	
  18

  	
  INFORMATION UNDERTAKINGS

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  
	
  19

  	
  FINANCIAL COVENANTS

  	
   

  	
  48

  



 


i

















 


	
  20

  	
  GENERAL UNDERTAKINGS

  	
   

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  21

  	
  EVENTS OF DEFAULT

  	
   

  	
  56

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8 CHANGES TO PARTIES

  	
   

  	
  62

  
	
   

  	
   

  	
   

  	
   

  
	
  22

  	
  CHANGES TO THE LENDERS

  	
   

  	
  62

  
	
   

  	
   

  	
   

  	
   

  
	
  23

  	
  CHANGES TO THE BORROWER

  	
   

  	
  66

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9 THE FINANCE PARTIES

  	
   

  	
  67

  
	
   

  	
   

  	
   

  	
   

  
	
  24

  	
  ROLE OF THE AGENT AND THE MANDATED LEAD ARRANGERS

  	
   

  	
  67

  
	
   

  	
   

  	
   

  	
   

  
	
  25

  	
  CONDUCT OF BUSINESS BY THE FINANCE PARTIES

  	
   

  	
  72

  
	
   

  	
   

  	
   

  	
   

  
	
  26

  	
  SHARING AMONG THE FINANCE PARTIES

  	
   

  	
  72

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10 ADMINISTRATION

  	
   

  	
  75

  
	
   

  	
   

  	
   

  	
   

  
	
  27

  	
  PAYMENT MECHANICS

  	
   

  	
  75

  
	
   

  	
   

  	
   

  	
   

  
	
  28

  	
  SET-OFF

  	
   

  	
  77

  
	
   

  	
   

  	
   

  	
   

  
	
  29

  	
  NOTICES

  	
   

  	
  77

  
	
   

  	
   

  	
   

  	
   

  
	
  30

  	
  CALCULATIONS AND CERTIFICATES

  	
   

  	
  79

  
	
   

  	
   

  	
   

  	
   

  
	
  31

  	
  PARTIAL INVALIDITY

  	
   

  	
  79

  
	
   

  	
   

  	
   

  	
   

  
	
  32

  	
  REMEDIES AND WAIVERS

  	
   

  	
  79

  
	
   

  	
   

  	
   

  	
   

  
	
  33

  	
  AMENDMENTS AND WAIVERS

  	
   

  	
  79

  
	
   

  	
   

  	
   

  	
   

  
	
  34

  	
  CONFIDENTIALITY

  	
   

  	
  80

  
	
   

  	
   

  	
   

  	
   

  
	
  35

  	
  COUNTERPARTS

  	
   

  	
  83

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 11 GOVERNING LAW AND
  ENFORCEMENT

  	
   

  	
  84

  
	
   

  	
   

  	
   

  	
   

  
	
  36

  	
  GOVERNING LAW

  	
   

  	
  84

  
	
   

  	
   

  	
   

  	
   

  
	
  37

  	
  ARBITRATION

  	
   

  	
  84

  
	
   

  	
   

  	
   

  	
   

  
	
  38

  	
  JURISDICTION

  	
   

  	
  85

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 1 The Original Lenders

  	
   

  	
  86

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 2 Conditions precedent

  	
   

  	
  87

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 3 Utilisation Request

  	
   

  	
  89

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 4 Selection Notice

  	
   

  	
  90

  
	
   

  	
   

  	
   

  	
   

  



 


ii

















 


	
  SCHEDULE 5 Mandatory Cost formula

  	
   

  	
  91

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 6 Form of Transfer
  Certificate

  	
   

  	
  94

  
	
   

  	
   

  	
   

  	
   

  
	
  THE SCHEDULE Commitment/rights and
  obligations to be transferred

  	
   

  	
  95

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 7 Form of Compliance
  Certificate

  	
   

  	
  96

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 8 Form of Additional Lender
  Accession Notice

  	
   

  	
  97

  
	
   

  	
   

  	
   

  	
   

  
	
  THE SCHEDULE Additional Commitments

  	
   

  	
  98

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE 9 Form of Additional
  Commitment Notice

  	
   

  	
  99

  



 


iii

















 


THIS AGREEMENT is dated 18 May 2009 and made between:


 


(1)                              MOBILE TELESYSTEMS OPEN JOINT STOCK COMPANY, an
open joint stock 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)                              ABN AMRO BANK
N.V., ABSOLUT BANK (ZAO), BANC OF AMERICA SECURITIES LIMITED, BANK OF CHINA
(ELUOSI), BANK OF CHINA (UK) LIMITED, JOINT-STOCK COMPANY BANQUE SOCIÉTÉ GÉNÉRALE VOSTOK, BAYERISCHE LANDESBANK, BNP PARIBAS, CREDIT SUISSE INTERNATIONAL,
EXPORT DEVELOPMENT CANADA, HSBC
BANK PLC, ING BANK N.V., J.P. MORGAN PLC, SOCIÉTÉ GÉNÉRALE CORPORATE AND INVESTMENT BANKING PARIS, UNICREDIT BANK AUSTRIA AG, WESTLB AG, LONDON BRANCH and ZAO UNICREDIT BANK as
mandated lead arrangers (the “Mandated Lead
Arrangers”);


 


(3)                              THE FINANCIAL INSTITUTIONS listed in
Schedule 1 as lenders (the “Original Lenders”);
and


 


(4)                              ING BANK N.V., LONDON BRANCH as agent of the
other Finance Parties (the “Agent”).


 


IT IS AGREED as follows:


 


SECTION 1

INTERPRETATION


 


1                                      DEFINITIONS
AND INTERPRETATION


 


1.1                            Definitions


 


In this Agreement:


 


“Additional Commitment”
means, in respect of any Additional Lender, the amount specified as its
Additional Commitment in any Additional Commitment Notice delivered by the
Borrower pursuant to Clause 2.2 (Additional Commitments),
to the extent not cancelled, reduced or transferred by it under this Agreement.


 


“Additional
Commitments Establishment Date”
means the date on which the Agent gives notice to the Borrower and each
Additional Lender pursuant to paragraph (c) of Clause 2.2 (Additional Commitments).


 


“Additional Commitment Notice” means a
notice from the Borrower to the Agent with respect to the Additional
Commitments substantially in the form set out in Schedule 9 (Form of Additional Commitment Notice).


 


“Additional Cost Rate” has
the meaning given to it in Schedule 5 (Mandatory
Cost  formula).


 


“Additional Dollars” means an amount in
Dollars that, together with the relevant amounts of Facility A and Facility B
to be drawn on the date of the first Utilisation (after such amounts under
Facility B have been converted into Dollars), is sufficient to repay all
amounts owing under the Existing Facility 1 on the date of the first
Utilisation.


 


1

















 


“Additional Lender” means
any bank, financial institution, trust, fund or other entity which has become
an Additional Lender in accordance with Clause 2.2 (Additional
Commitments).


 


“Additional Lender Accession Notice”
means a notice substantially in the form set out in Schedule 8 (Form of Additional Lender Accession Notice)  or any other form agreed between the Agent and the
Borrower.


 


“Affiliate” means, in
relation to any person, a Subsidiary of that person or a Holding Company of
that person or any other Subsidiary of that Holding Company.


 


“Agency Fee Letter” means the Fee Letter
to be entered into between the Borrower and the Agent on the same date as this
Facility Agreement in accordance with Clause 11.2 (Agency fee).


 


“Agent’s Spot Rate of Exchange” means
the Agent’s spot rate of exchange for the purchase of Dollars with euros in the
London foreign exchange market at or about 11:00 a.m. on the day that the
Agent has requested the Lenders to make a relevant determination that requires
either Simple Majority Lender consent, Majority Lender consent or Super
Majority Lender consent as the same is determined by the Agent and notified to
the Lenders;


 


“Authorisation” means an
authorisation, consent, approval, resolution, licence, exemption, filing,
notarisation or registration.


 


“Availability Period” means:


 


(a)           in relation to Facility A and Facility B (other than,
in each case, in respect of the Additional Commitments), the period from and
including the Signing Date to and including 20 May 2009; and


 


(b)          in relation to any Additional Commitments, the period
from the Additional Commitments Establishment Date to the date 5 Business Days
after the Additional Commitments Establishment Date.


 


“Available Commitment”
means, in relation to a Facility, a Lender’s Commitment under that Facility
minus:


 


(a)           the amount of its participation in any outstanding
Loans under that Facility; and


 


(b)          in relation to any proposed Utilisation, the amount of
its participation in any Loans that are due to be made under that Facility on
or before the proposed Utilisation Date.


 


“Available Facility”
means, in relation to a Facility, the aggregate for the time being of each
Lender’s Available Commitment in relation to that Facility.


 


“Bitel” means Bitel LLC, a limited
liability company incorporated in Kirghizia registered by the Kirghiz Ministry
of Justice on 24 February 2003 with re-registration certificate number
1386-3300-OOO (IU), and having its registered address at 121, Chui Prospect,
Bishkek, 720000, the Kirghiz Republic.


 


“Bitel Litigation” means any of the
claims, proceedings (present or future) and causes of action involving the
Borrower and/or any of its Affiliates (including Bitel) relating to or arising
out of the acquisition, reorganisation or ownership of Bitel by the Borrower
(whether directly or through any of its Affiliates).


 


2

















 


“Break Costs” means the
amount (if any) by which:


 


(a)           the interest (excluding the Margin) which a Lender
should have received for the period from the date of receipt of all or any part
of its participation in a Loan or Unpaid Sum to the last day of the current Interest
Period in respect of that Loan or Unpaid Sum, had the principal amount or
Unpaid Sum received been paid on the last day of that Interest Period;


 


exceeds:


 


(b)          the amount which that Lender would be able to obtain
by placing an amount equal to the principal amount or Unpaid Sum received by it
on deposit with a leading bank in the Relevant Interbank Market for a period
starting on the Business Day following receipt or recovery and ending on the
last day of the current Interest Period.


 


“Business Day” means a day
(other than a Saturday or Sunday) on which banks are open for general business
in London and Moscow and:


 


(a)           (in relation to any date for payment or purchase of a
currency other than euro) the principal financial centre of the country of that
currency; or


 


(b)          (in relation to
any date for payment or purchase of euro) any TARGET Day.


 


“Commitment” means a
Facility A Commitment or a Facility B Commitment.


 


“Compliance Certificate”
means a certificate substantially in the form set out in Schedule 7 (Form of Compliance Certificate).


 


“Comstar” means Joint
Stock Company “COMSTAR — United TeleSystems” with main state registration
number 1027700003946, and having its registered address at 27, bldg. 2,
Smolenskaya-Sennaya Sq., Moscow, 119121, Russian Federation.


 


“Confidential Information” means all
information relating to the Borrower, the Group, the Finance Documents or the
Facility of which a Finance Party becomes aware in its capacity as, or for the
purpose of becoming, a Finance Party or which is received by a Finance Party in
relation to, or for the purpose of becoming a Finance Party under, the Finance
Documents or the Facility from either:


 


(a)           any member of the Group or any of its advisers; or


 


(b)          another Finance Party, if the information was obtained
by that Finance Party directly or indirectly from any member of the Group or
any of its advisers,


 


in whatever form, and includes information given orally and any
document, electronic file or any other way of representing or recording
information which contains or is derived or copied from such information but
excludes information that:


 


(i)            is or becomes public information other than as a
direct or indirect result of any breach by that Finance Party of Clause 34 (Confidentiality); or


 


(ii)           is identified in writing at the time of delivery as
non-confidential by any member of the Group or any of its advisers; or


 


(iii)          is known by that Finance Party before the date the
information is disclosed to it in accordance with paragraphs (a) or (b) above
or is lawfully obtained by that Finance Party after that date, from a source
which is, as far as that Finance Party is aware, 


 


3

















 


unconnected with the Group and which, in
either case, as far as that Finance Party is aware, has not been obtained in
breach of, and is not otherwise subject to, any obligation of confidentiality.


 


“Confidentiality Undertaking”
means a confidentiality undertaking substantially in a recommended form of the
LMA or in any other form agreed between the Borrower and the Agent.


 


“Debt Purchase Transaction”
means, in relation to a person, a transaction where such person:


 


(a)           purchases by way of assignment or transfer;


 


(b)          enters into any sub-participation in respect of; or


 


(c)           enters into any other agreement or arrangement having
an economic effect substantially similar to a sub-participation in respect of,


 


any Commitment or amount outstanding under this Agreement.


 


“Default” means an Event
of Default or any event or circumstance specified in Clause 21 (Events of Default) which would (with the
expiry of a grace period, the giving of notice, the making of any determination
under the Finance Documents or any combination of any of the foregoing) be an
Event of Default.


 


“Dollar Account” means a Dollar account
held by the Borrower with the Agent in London.


 


“Environment” means living
organisms including the ecological systems of which they form part and the
following media:


 


(a)           air (including air within natural or man-made
structures, whether above or below ground);


 


(b)          water (including territorial, coastal and inland
waters, water under or within land and water in drains and sewers); and


 


(c)           land (including land under water).


 


“Environmental Law” means
all laws and regulations of any relevant jurisdiction which:


 


(a)           have as a purpose or effect the protection of, and/or
prevention of harm or damage to, the Environment;


 


(b)          provide remedies or compensation for harm or damage to
the Environment; or


 


(c)           relate to any waste, pollutant, contaminant or other
substance (including any liquid, solid, gas, ion, living organism or noise)
that may be harmful to human health or other life or the Environment or a
nuisance to any person or that may make the use or ownership of any affected
land or property more costly or health and safety matters.


 


“Environmental Licence”
means any Authorisation required at any time under Environmental Law.


 


“EUR”, “euro” and “€”
denote the lawful currency of the Participating Member States.


 


“EURIBOR” means, in relation to any Loan
in euro:


 


(a)           the applicable Screen Rate; or


 


4

















 


(b)          (if no Screen Rate is available for the Interest
Period of that Loan) the arithmetic mean of the rates (rounded upwards to four
decimal places) as supplied to the Agent at its request quoted by the Reference
Banks to leading banks in the European interbank market,


 


as of 10:00am on the Quotation Day for the offering of deposits in euro
for a period comparable to the Interest Period of the relevant Loan.


 


“Euro Account” means a euro account held
by the Borrower with the Agent in London.


 


“Event of Default” means
any event or circumstance specified as such in Clause 21 (Events of Default).


 


“Existing Facility 1”
means the $630,000,000 term loan facility made available under Facility 1 (as
defined therein) of the Existing Facilities Agreement.


 


“Existing Facilities Agreement”
means the syndicated facilities agreement dated 21 April 2006, as amended
by an amendment letter dated 15 June 2006, an amendment and transfer
agreement dated 13 July 2006 and a deed of amendment dated 10 September 2008,
between the
Borrower, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Bayerische
Landesbank,
HSBC Bank plc, ING Bank N.V., Raiffeisen Zentralbank
Oesterreich AG, ZAO Raiffeisenbank Austria, and Sumitomo Mitsui Banking Corporation
Europe Limited as mandated lead arrangers and ING Bank N.V., London Branch as
agent.


 


“Facilities” means
Facility A and Facility B and “Facility”
means either of them.


 


“Facility Office” means
the office or offices notified by a Lender to the Agent in writing on or before
the date it becomes a Lender (or, following that date, by not less than five
Business Days’ written notice) as the office or offices through which it will
perform its obligations under this Agreement.


 


“Facility A” means the
term loan facility made available under this Agreement as described in
paragraph (a) of Clause 2.1 (The
Facilities).


 


“Facility A Commitment” means:


 


(a)           in relation to an Original Lender, the amount set
opposite its name under the heading “Facility A Commitment” in Schedule 1 (The Original Lenders) and the amount of
any other Facility A Commitment transferred to it under this Agreement;


 


(b)          in relation to an Additional Lender, the amount set
out opposite its name under the heading “Proposed Additional Commitment for
Facility A” in an Additional Commitment Notice and the amount of any other
Facility A Commitment transferred to it under this Agreement; and


 


(c)           in relation to any other Lender, the amount of any
Facility A Commitment transferred to it under this Agreement,


 


to the extent not cancelled, reduced or transferred by it under this
Agreement.


 


“Facility A Lender” means:


 


(a)           any Original Facility A Lender; and


 


(b)          any bank, financial institution, trust, fund or other
entity which has become a Facility A Lender in accordance with Clause 2 (Additional Commitments) or Clause 22 (Changes to
the Lenders),


 


5

















 


which in each case has not ceased to be a Facility A Lender in
accordance with the terms of this Agreement.


 


“Facility A Loan” means a
loan made or to be made under Facility A or the principal amount outstanding for
the time being of that loan.


 


“Facility B” means the
term loan facility made available under this Agreement as described in
paragraph (b) of Clause 2.1 (The
Facilities).


 


“Facility B Commitment” means:


 


(a)           in relation to an Original Lender, the amount set
opposite its name under the heading “Facility B Commitment” in Schedule 1 (The Original Lenders) and the amount of
any other Facility B Commitment transferred to it under this Agreement;


 


(b)          in relation to an Additional Lender, the amount set
out opposite its name under the heading “Proposed Additional Commitment for
Facility B” in an Additional Commitment Notice and the amount of any other
Facility B Commitment transferred to it under this Agreement; and


 


(c)           in relation to any other Lender, the amount of any
Facility B Commitment transferred to it under this Agreement,


 


to the extent not cancelled, reduced or transferred by it under this
Agreement.


 


“Facility B Lender” means:


 


(a)           any Original Facility B Lender; and


 


(b)          any bank, financial institution, trust, fund or other
entity which has become a Facility B Lender in accordance with Clause 2 (Additional Commitments) or Clause 22 (Changes to
the Lenders),


 


which in each case has not ceased to be a Facility B Lender in
accordance with the terms of this Agreement.


 


“Facility B Loan” means a
loan made or to be made under Facility B or the principal amount outstanding
for the time being of that loan.


 


“Fee Letters” means each
of the letters dated on or about the date of this Agreement between the Agent
and the Borrower setting out the fees payable by reference to this Agreement.


 


“Final Maturity Date”
means 18 May 2012.


 


“Finance Document” means
this Agreement, any Fee Letter, the Mandate Letter, any Additional Lender
Accession Notice, any Additional Commitment Notice, any Transfer Certificate
and any other document designated as such by the Agent and the Borrower.


 


“Finance Party” means the
Agent, the Mandated Lead Arrangers or a Lender.


 


“Financial Indebtedness” means any
indebtedness for or in respect of:


 


(a)           moneys borrowed;


 


(b)          any amount raised by acceptance under any acceptance
credit facility or dematerialised equivalent;


 


6














 


(c)           any amount raised pursuant to any note purchase
facility or the issue of bonds, notes, debentures, loan stock or any similar
instrument;


 


(d)          the amount of any liability in respect of
any lease or hire purchase contract which would, in accordance with GAAP, be
treated as a finance or capital lease;


 


(e)           receivables sold or discounted (other than
any receivables to the extent they are sold on a non-recourse basis);


 


(f)           any amount raised under any other
transaction (including any forward sale or purchase agreement) having the
commercial effect of a borrowing;


 


(g)          any derivative transaction entered into in
connection with protection against or benefit from fluctuation in any rate or
price (and, when calculating the value of any derivative transaction, only the
marked to market value shall be taken into account);


 


(h)          shares which are expressed to be redeemable
at the option of the holder on or prior to the Final Maturity Date (but
excluding any accrued dividends) (and, for the avoidance of doubt, to the extent
that any shares may be redeemable at the option of the holder solely as a
result of a company reorganisation (reorgnizatsiya
obschestva) or major transaction (krupnaja sdelka)
(as these terms are construed by applicable Russian law), such shares shall not
be included for the purposes of this definition prior to the holder of the
shares exercising their option to redeem those shares);


 


(i)            any counter-indemnity obligation in respect of a
guarantee, indemnity, bond, standby or documentary letter of credit or any
other instrument issued by a bank or financial institution; and


 


(j)            the amount of any liability in respect of any
guarantee or indemnity for any of the items referred to in paragraphs (a) to
(i) above.


 


“GAAP” means generally
accepted accounting principles, standards and practices in the United States of
America.


 


“Group” means the Borrower
and its Subsidiaries for the time being.


 


“Holding Company” means,
in relation to a person, any other person in respect of which it is a
Subsidiary.


 


“Information Memorandum”
means the document in the form approved by the Borrower concerning the Group
which, at the Borrower’s request and on its behalf, was prepared in relation to
this transaction and distributed by Credit Suisse International and ING Bank
N.V., London Branch to selected financial institutions before the Signing Date.


 


“Instruction 117-I” means the Central
Bank of the Russian Federation Instruction N 117-I dated 15 June 2004.


 


“Intellectual Property” means all trade
marks, service marks, trade names, domain names, logos, get-up, patents,
inventions, registered and unregistered design rights, copyrights, topography
rights, database rights, rights in confidential information and know-how, and
any associated or similar rights anywhere in the world, which it now or in the
future owns or (to the extent of its interest) in which it now or in the future
has an interest (in each case whether registered or unregistered and including
any related licences and 


 


7

















 


sub-licences
of the same granted by it or to it, applications and rights to apply for the
same).


 


“Interest Expense” has the
meaning given to it in Clause 19 (Financial
covenants).


 


“Interest Period” means,
in relation to a Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an
Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).


 


“Lender” means a Facility
A Lender or a Facility B Lender.


 


“LIBOR” means, in relation
to any Loan, other than a Loan in euro:


 


(a)           the applicable Screen Rate; or


 


(b)          (if no Screen Rate is available for Dollars for the
Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards
to four decimal places) as supplied to the Agent at its request quoted by the
Reference Banks to leading banks in the London interbank market,


 


as of 11:00 a.m. on the Quotation Day for the offering of deposits
in Dollars for a period comparable to the Interest Period for that Loan.


 


“LMA” means the Loan Market
Association.


 


“Loan” means a Facility A
Loan or Facility B Loan.


 


“LCIA” means the London Court of
International Arbitration.


 


“Majority Facility A Lenders” means:


 


(a)           if there are no Facility A Loans then outstanding, a
Facility A Lender or Facility A Lenders whose Facility A Commitments aggregate
more than 662/3% of the Total Facility A Commitments (or, if the
Total Facility A Commitments have been reduced to zero, aggregated more than 662/3% of the Total Facility A Commitments immediately
prior to the reduction); or


 


(b)          at any other time, a Facility A Lender or Facility A
Lenders whose participations in the Facility A Loans then outstanding aggregate
more than 662/3% of all the Facility A Loans then outstanding.


 


“Majority Facility B Lenders” means:


 


(a)           if there are no Facility B Loans then
outstanding, a Facility B Lender or Facility B Lenders whose Facility B
Commitments aggregate more than 662/3% of the Total Facility B Commitments (or, if the
Total Facility B Commitments have been reduced to zero, aggregated more than 662/3% of the Total Facility B Commitments immediately
prior to the reduction); or


 


(b)          at any other time, a Facility B Lender or
Facility B Lenders whose participations in the Facility B Loans then
outstanding aggregate more than 662/3% of all the Facility B Loans then outstanding.


 


“Majority Lenders” means:


 


(a)           if there are no Loans then outstanding, a Lender or
Lenders whose Commitments aggregate more than 662/3% of the Total Commitments (or, if the Total 


 


8

















 


Commitments have been reduced to zero,
aggregated more than 662/3% of the Total Commitments immediately prior to the
reduction); or


 


(b)          at any other time, a Lender or Lenders whose
participations in the Loans then outstanding aggregate more than 662/3% of all the Loans then outstanding.


 


For the purposes of this definition, Total Commitments
and Commitments will be determined in Dollars, and any Facility B Commitments
or participations in the Facility B Loans shall be deemed to be converted from
euros into Dollars at the Agent’s Spot Rate of Exchange.


 


“Mandate Letter” means the
letter agreement dated the date of this Agreement and accepted and agreed to by
the Borrower on the date of this Agreement between the Mandated Lead Arrangers
and the Borrower.


 


“Mandatory Cost” means the
percentage rate per annum calculated by the Agent in accordance with Schedule 5
(Mandatory Cost formula).


 


“Margin” means 6.50 per
cent. per annum.


 


“Material Adverse Effect”
means a material adverse effect on or material adverse change in:


 


(a)           the financial condition, operations, assets, prospects
or business of the Borrower or the consolidated financial condition,
operations, assets, prospects or business of the Group;


 


(b)          the ability of the Borrower to perform and comply with
its obligations under any Finance Document; or


 


(c)           the validity, legality or enforceability of any
Finance Document, or the rights or remedies of any Finance Party thereunder,


 


provided that for the purpose of paragraph (a) above any losses
incurred by any member of the Group after the date of this Agreement as a
consequence of an adverse determination of any or all of the Bitel Litigation,
such losses not exceeding $330,000,000 or its equivalent in any other currency
or currencies (including legal fees and associated expenses) in aggregate shall
be disregarded.


 


“Month” means a period
starting on one day in a calendar month and ending on the numerically
corresponding day in the next calendar month, except that:


 


(a)           if the numerically corresponding day is not a Business
Day, that period shall end on the next Business Day in that calendar month in
which that period is to end if there is one, or if there is not, on the
immediately preceding Business Day; and


 


(b)          if there is no numerically corresponding day in the
calendar month in which that period is to end, that period shall end on the
last Business Day in that calendar month.


 


The above rules will only apply to the last Month of any period.


 


“MTS Business Plan” means
the business plan for the Borrower in the agreed form as included in the
Information Memorandum.


 


“OIBDA” has the meaning
given to it in Clause 19 (Financial
covenants).


 


9

















 


“Original Facility A Lender” means a
Lender listed in Schedule 1 (The Original Lenders)
as having a Facility A Commitment.


 


“Original Facility B Lender” means a
Lender listed in Schedule 1 (The Original Lenders)
as having a Facility B Commitment.


 


“Original Financial Statements”
means the audited consolidated financial statements of the Group for the
financial year ended 31 December 2008.


 


“Original RAS Financial Statements”
means the unaudited non-consolidated financial statements of the Borrower for
the financial quarter ended 31 December 2008 or, to the extent completed
after that date but prior to the date of this Agreement, the unaudited
non-consolidated financial statements of the Group for the financial quarter
ended 31 March 2009.


 


“Participating Member State”
means any member state of the European Communities that adopts or has adopted
the euro as its lawful currency in accordance with legislation of the European
Community relating to Economic and Monetary Union.


 


“Party” means a party to
this Agreement.


 


“Passport Bank” means ING Bank (Eurasia)
ZAO or another Russian authorised bank (as such term is defined in Instruction
117-I) selected by the Borrower and approved by the Agent.


 


“Permitted Security” means:


 


(a)           any Security on any assets of any corporation existing
at the time such corporation is merged or consolidated with or into the
Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the
Borrower and not created in contemplation of such event, provided that no such
Security shall extend to any other assets;


 


(b)          any Security existing on any assets prior to the
acquisition thereof by the Borrower or any Subsidiary of the Borrower and not
created in contemplation of such acquisition, provided that no such Security
shall extend to any other assets;


 


(c)           any Security on any assets securing Financial
Indebtedness of the Borrower or Financial Indebtedness of any Subsidiary of the
Borrower incurred or assumed for the purpose of financing all or part of the
cost of acquiring, repairing or refurbishing such assets, provided that (i) no
such Security shall extend to any other assets; (ii) the aggregate
principal amount of all Financial Indebtedness secured by such Security on such
assets shall not exceed the lower of (x) the purchase price of such assets
and (y) the fair market value of such assets at the time of acquisition,
repair or refurbishing; and (iii) such Security attaches to such assets
concurrently with the repair or refurbishing thereof or within 90 days after
the acquisition thereof, as the case may be;


 


(d)          any Security arising by operation of law,
including any Security (i) arising in the ordinary course of business with
respect to amounts not yet delinquent or being contested by the Borrower or a
Subsidiary of the Borrower in good faith in appropriate proceedings or (ii) for
taxes, assessments, government charges or claims, including without limitation
those in favour of Russian governmental fiscal authorities;


 


10

















 


(e)           any Security on the assets of any Subsidiary of the
Borrower securing intercompany Financial Indebtedness of such Subsidiary owing
to the Borrower or another Subsidiary of the Borrower;


 


(f)           any netting or set-off arrangement entered
into by a member of the Group with a bank or any other financial institution in
the normal course of its banking arrangements for the purpose of netting or
setting off its debit and credit facilities with that bank or financial
institution;


 


(g)          easements, rights-of-way, restrictions and
any other similar charges or encumbrances incurred in the ordinary course of
business and not interfering in any material respect with the business of the
Borrower or the business of any Subsidiary of the Borrower, including any
encumbrance or restriction with respect to an equity interest of any joint
venture pursuant to a joint venture agreement;


 


(h)          any extension, renewal or replacement of
any Security described in clauses (a) to (g) above, provided that (i) such
extension, renewal or replacement shall be no more restrictive in any material
respect than the original Security; (ii) the amount of Financial
Indebtedness secured by such Security is not increased; and (iii) if the
assets securing the Financial Indebtedness subject to such Security are changed
in connection with such refinancing, extension or replacement, the fair market
value of the property or assets is not increased; and


 


(i)            any other Security (excluding any Security described
in (a)-(h) above) provided that, immediately after giving effect to such
Security, the aggregate amount of all secured Financial Indebtedness of the
Group does not exceed 10% of the Borrower’s Total Assets.


 


“Proposed Additional Commitment” means,
in respect of any Proposed Additional Lender, the amount listed as being its “Proposed
Additional Commitment for Facility A” or “Proposed Additional Commitment for
Facility B” in any Additional Commitment Notice delivered by the Borrower
pursuant to Clause 2.2 (Additional
Commitments).


 


“Proposed Additional Lender” means any
person listed as being a “Proposed Additional Lender” in any Additional
Commitment Notice.


 


“Qualifying Lender” has
the meaning given to it in Clause 12 (Tax
gross-up and indemnities).


 


“Quotation Day” means, in relation to
any period for which an interest rate is to be determined:


 


(a)           (if the currency is euro) two TARGET Days before the
first day of that period; or


 


(b)          (for any other currency) two Business Days
before the first day of that period,


 


unless market practice differs in the Relevant Interbank Market for a
currency, in which case the Quotation Day for that currency will be determined
by the Agent in accordance with market practice in the Relevant Interbank
Market (and if quotations would normally be given by leading banks in the
Relevant Interbank Market on more than one day, the Quotation Day will be the
last of those days).


 


“RAS” means generally
accepted accounting principles, standards and practices in the Russian
Federation.


 


11

















 


“Reference Banks” means in
relation to LIBOR the principal London offices of Credit Suisse International,
HSBC Bank plc, ING Bank N.V. and J.P. Morgan plc and in relation to EURIBOR the
principal London offices of Credit Suisse International, HSBC Bank plc, ING
Bank N.V. and J.P. Morgan plc or such other banks as may be designated by the
Agent as agreed with the Borrower.


 


“Related Fund” in relation to a fund
(the “first fund”), means a fund which is managed or advised by the same
investment manager or investment adviser as the first fund or, if it is managed
by a different investment manager or investment adviser, a fund whose
investment manager or investment adviser is an Affiliate of the investment
manager or investment adviser of the first fund.


 


“Related Party” has the meaning given to
it in clause 20.11 (Transactions with Related
Parties).


 


“Relevant Interbank Market” means in
relation to euro, the European interbank market and, in relation to any other
currency, the London interbank market.


 


“Relevant Period” has the
meaning given to it in Clause 19 (Financial covenants).


 


“Repayment Date” means 20 May 2011,
18 November 2011 and the Final Maturity Date.


 


“Repeating Representations”
means each of the representations set out in Clauses 17.1 (Status), 17.2 (Binding obligations), 17.3 (Non-conflict
with other obligations), 17.4 (Power
and authority), 17.6 (Governing
law and enforcement), 17.11 (No
default), 17.14 (Pari passu
ranking), 17.15 (No proceedings
pending or threatened), 17.16 (Environmental
laws and licences), 17.17 (Telecommunications
law and licences) and 17.19 (No Immunity).


 


“Representative”
means any delegate, agent, manager, administrator, nominee, attorney, trustee
or custodian.


 


“Requested Amount” means the amount
specified beside the heading “Requested Amount” in an Additional Commitment
Notice.


 


“Roubles” or “RUR” means the lawful currency of the
Russian Federation for the time being.


 


“Russian Insolvency Law”
means the Federal Law of the Russian Federation No. 127-FZ of 26 October 2002
“On Insolvency (Bankruptcy)”.


 


“Screen Rate” means:


 


(a)           in relation to LIBOR, the British Bankers Association
Interest Settlement Rate for the relevant currency and period; and


 


(b)          in relation to EURIBOR, the percentage rate per annum
determined by the Banking Federation of the European Union for the relevant
period,


 


displayed on the appropriate page of the Reuters screen. If the
agreed page is replaced or service ceases to be available, the Agent may
specify another page or service displaying the appropriate rate after
consultation with the Borrower and the Lenders.


 


“Security” means a
mortgage, charge, lien, pledge or other security interest securing any
obligations of any person or any other agreement or arrangement having a
similar effect.


 


“Selection Notice” means a notice
substantially in the form set out in Schedule 4 (Selection
Notice) given in accordance with Clause 9 (Interest
Periods).


 


12

















 


“Shyam” means Sistema
Shyam TeleServices Limited, having its registered address at B-2-D, Shiv Marg,
Bani Park, Jaipur — 302016, (Rajasthan), a telecom operator in India that is a
subsidiary of Sistema JSFC and its subsidiaries.


 


“Significant Subsidiary” means:


 


(a)           UMC (unless, pursuant to the UMC Litigation, any or
all of the Borrower’s shares in UMC are transferred to a person that is not a
member of the Group, with the result that UMC ceases to be a member of the
Group);


 


(b)          any Subsidiary of the Borrower to which (i) the
Borrower or UMC sells, leases or otherwise transfers its GSM 900 or 1800
licences or the Borrower sells, leases or otherwise transfers its 3G licence or
(ii) any such licence is re-issued; and


 


(c)           any Subsidiary of the Borrower (i) whose total
assets (or, where such Subsidiary prepares consolidated accounts, whose total
consolidated assets) have a book value (as determined by reference to the most
recent management accounts of that Subsidiary prepared in accordance with GAAP)
equal to or exceeding 10% of the Borrower’s Total Assets or (ii) whose
gross annual revenues (or, where such Subsidiary prepares consolidated
accounts, whose gross annual consolidated revenues) (as determined by reference
to the most recent management accounts of that Subsidiary prepared in
accordance with GAAP) are equal to or exceed 10% of the Borrower’s gross annual
consolidated revenues in the year for which the Borrower’s most recent
consolidated financial statements were prepared.


 


“Signing Date” means the
date of this Agreement.


 


“Simple Majority Lenders” means:


 


(a)           if there are no Loans then outstanding, a
Lender or Lenders whose Commitments aggregate more than 50.1% of the Total
Commitments (or, if the Total Commitments have been reduced to zero, aggregated
more than 50% of the Total Commitments immediately prior to the reduction); or


 


(b)          at any other time, a Lender or Lenders whose
participations in the Loans then outstanding aggregate more than 50.1% of all
the Loans then outstanding.


 


For the purposes of this definition, Total Commitments and Commitments
will be determined in Dollars, and any Facility B Commitments or participations
in the Facility B Loans shall be deemed to be converted from euros into Dollars
at the Agent’s Spot Rate of Exchange.


 


“Sistema JSFC” means
Sistema JSFC with main state registration number 1027700003891, and having its
registered address at bldg 1, 17/8/9 Prechistenka str., Moscow, 119034, Russian
Federation, the holding company of the Borrower.


 


“Subsidiary” means an
entity from time to time of which a person has direct or indirect control or
owns directly or indirectly more than 50% of the share capital or similar right
of ownership.


 


“Super Majority Lenders” means:


 


(a)           if there are no Loans then outstanding, a Lender or
Lenders whose Commitments aggregate more than 85% of the Total Commitments (or,
if the Total Commitments have been reduced to zero, aggregated more than 85% of
the Total Commitments immediately prior to the reduction); or


 


13

















 


(b)          at any other time, a Lender or Lenders
whose participations in the Loans then outstanding aggregate more than 85% of
all the Loans then outstanding.


 


For the purposes of this definition, Total Commitments
and Commitments will be determined in Dollars, and any Facility B Commitments
or participations in the Facility B Loans shall be deemed to be converted from
euros into Dollars at the Agent’s Spot Rate of Exchange.


 


“TARGET” means the Trans-European
Automated Real-time Gross Settlement Express Transfer payment system which
utilises a single shared platform and which was launched on 19 November 2007.


 


“TARGET Day” means any day
on which TARGET is open for the settlement of payments in euro.


 


“Tax” means any tax, levy,
impost, duty or other charge or withholding of a similar nature (including any
penalty or interest payable in connection with any failure to pay or any delay
in paying any of the same).


 


“Telecommunications
Authorisation”  means any Authorisation from any governmental or
other regulatory authority necessary in order for each of the Borrower and its
Significant Subsidiaries to maintain, operate and conduct its business as it is
being conducted in accordance with Telecommunications Laws.


 


“Telecommunications Laws”  means (a) all
laws and regulations which relate to telecommunications and/or the business of
providing mobile telephone services and (b) all rules, guidelines,
policies and regulations made thereunder, that are applicable to each of the
Borrower and its Significant Subsidiaries and/or the business carried on by it.


 


“Telecommunications Licence” means any
Authorisation required at any time under Telecommunications Laws.


 


“Total Assets” means the
book value of the consolidated total assets of the Borrower as determined by
reference to the Borrower’s most recent annual consolidated balance sheet
delivered in accordance with paragraph (a) of Clause 18.1 (Financial statements) or, prior to the
first delivery, to the Original Financial Statements.


 


“Total Commitments” means
the aggregate of the Total Facility A Commitments and the Total Facility B
Commitments, being $295,000,000 and €214,500,000 at the Signing Date as the
same may be increased pursuant to this Agreement.


 


“Total Debt” has the
meaning given to it in Clause 19 (Financial
covenants).


 


“Total Additional Commitments”
means the aggregate of the Additional Commitments, being zero at the Signing
Date .


 


“Total Facility A Commitments”
means the aggregate of the Facility A Commitments, being $295,000,000 at the
Signing Date as the same may be increased pursuant to this Agreement.


 


“Total Facility B Commitments”
means the aggregate of the Facility B Commitments, being €214,500,000 at the
Signing Date as the same may be increased pursuant to this Agreement.


 


14

















 


“Transfer Certificate”
means a certificate substantially in the form set out in Schedule 6 (Form of Transfer Certificate) or any
other form agreed between the Agent and the Borrower.


 


“Transfer Date” means, in
relation to a transfer, the later of:


 


(a)           the proposed Transfer Date specified in the Transfer
Certificate; and


 


(b)          the date on which the Agent executes the Transfer
Certificate.


 


“UMC” means OJSC Company “Ukrainian
Mobile Communications” with registration number 10701230000002699, and having
its registered address at 15, Leiptsigska str., Kyiv 01015, Ukraine.


 


“UMC Litigation” means any
of the claims, proceedings (present or future) and causes of action involving
the Borrower and/or any of its Affiliates (including UMC) relating to or
arising out of the sale of UMC to the Borrower or the acquisition,
reorganisation or ownership of UMC by the Borrower.


 


“Unpaid Sum” means any sum
due and payable but unpaid by the Borrower under the Finance Documents.


 


“US Dollars”, “Dollars”, “USD” and “$”
denote the lawful currency of the United States of America.


 


“Utilisation” means a
utilisation of a Facility.


 


“Utilisation Date” means
the date of a Utilisation, being the date on which the relevant Loan is to be
made.


 


“Utilisation Request”
means a notice substantially in the form set out in Schedule 3 (Utilisation  Request).


 


“VAT” means value added tax
as provided for in the Value Added Tax Act 1994 and any other tax of a similar
nature.


 


1.2         Construction


 


(a)          Unless a contrary indication appears, any
reference in this Agreement to:


 


(i)            the “Agent”,
any “Mandated Lead Arranger”, any “Finance  Party”,
any “Lender”, the “Borrower” and any “Party” shall be construed so as to include
its successors in title, permitted assigns and permitted transferees;


 


(ii)           “assets”
includes present and future properties, revenues and rights of every
description;


 


(iii)          “control”
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management polices of a person, whether through the
ownership of voting securities, by contract or credit arrangement, as trustee
or executor, or otherwise;


 


(iv)         a “Finance
Document” or any other agreement
or instrument is a reference to that Finance Document or other agreement or
instrument as amended, novated, supplemented, extended or restated;


 


15

















 


(v)          “indebtedness”
includes any obligation (whether incurred as principal or as surety) for the
payment or repayment of money, whether present or future, actual or contingent;


 


(vi)         a “person”
includes any individual, firm, company, corporation, government, state or
agency of a state or any association, trust, joint venture, consortium or
partnership (whether or not having separate legal personality) or two or more
of the foregoing;


 


(vii)        a “regulation”
includes any regulation, rule, official directive, request or guideline
(whether or not having the force of law) of any governmental, intergovernmental
or supranational body, agency, department or of any regulatory, self-regulatory
or other authority or organisation;


 


(viii)       a “3G licence”
shall be construed so as to include any licence that is more technically
advanced than a 3G licence;


 


(ix)          a provision of law is a reference to that
provision as amended or re-enacted; and


 


(x)           a time of day is a reference to London
time.


 


(b)          Section, Clause and Schedule headings are
for ease of reference only.


 


(c)          Unless a contrary indication appears, a
term used in any other Finance Document or in any notice given under or in
connection with any Finance Document has the same meaning in that Finance Document
or notice as in this Agreement.


 


(d)          A Default (other than an Event of Default)
is “continuing” if it has not been
remedied or waived and an Event of Default is “continuing” if it has not been waived.


 


1.3         Third
party rights


 


A person who is not a Party has no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this
Agreement.


 


16














 


SECTION 2


THE FACILITIES


 


2                                      THE
FACILITIES


 


2.1                            The
Facilities


 


Subject to the terms of this Agreement:


 


(a)           the Facility A Lenders make
available to the Borrower a term loan facility in Dollars to be designated “Facility
A” in an aggregate amount equal to the Total Facility A Commitments; and


 


(b)          the Facility B Lenders make
available to the Borrower a term loan facility in euro to be designated “Facility
B” in an aggregate amount equal to the Total Facility B Commitments.


 


2.2                            Additional
Commitments


 


(a)                               The Borrower may notify the Agent if one or more of the Lenders or
any other bank, financial institution, trust, fund or other entity has agreed
to commit Additional Commitments by delivering an Additional Commitment Notice
to the Agent.


 


(b)                              An Additional Commitment Notice is irrevocable and will not be
regarded as having been duly completed unless:


 


(i)            it lists each Proposed
Additional Lender, together with its Proposed Additional Commitment for
Facility A and/or Facility B;


 


(ii)          it specifies that no Default
has occurred and is continuing as at the date of the Additional Commitment
Notice or would reasonably be expected to occur as a result of the Borrower
borrowing the Requested Amount; and


 


(iii)         it specifies that borrowing
the Requested Amount would not cause any borrowing or similar limit binding on
the Borrower to be exceeded.


 


(c)                               If each of the conditions set out in paragraph (d) below have
been satisfied in form and substance satisfactory to the Agent, the Agent
shall, as soon as reasonably practicable:


 


(i)           execute each Additional
Lender Accession Notice;


 


(ii)          execute the Additional
Commitment Notice;


 


(iii)         notify the Borrower and each
Additional Lender that it is satisfied that each of the conditions set out in
paragraph (d) below have been met,


 


whereupon:


 


(A)         each Additional Lender party
to an Additional Lender Accession Notice shall become a Party as a Facility A
Lender and/or a Facility B Lender;


 


(B)          the amount of the Additional
Commitments will increase Facility A and Facility B respectively in accordance
with the Proposed Additional Commitments for Facility A 


 


17

















 


and the Proposed Additional Commitments for
Facility B set out in the Additional Commitment Notice; and


 


(C)          subject to the terms of this
Agreement, the Additional Lenders shall make available to the Borrower a term
loan facility in an aggregate amount equal to the Total Additional Commitments.


 


(d)                              The conditions referred to in paragraph (c) above are:


 


(i)            delivery to the Agent of a
duly completed and executed Additional Commitment Notice by the Borrower not
later than the date falling three Months after the initial Utilisation Date
less five Business Days;


 


(ii)          delivery to the Agent of a
duly executed Additional Lender Accession Notice by each Proposed Additional
Lender and, in each case, the Borrower not later than the date falling three
Months after the initial Utilisation Date less five Business Days;


 


(iii)         that the Requested Amount is
equal to the aggregate of the Proposed Additional Commitments;


 


(iv)         the Proposed Additional
Commitment of each Proposed Additional Lender is equal to the Additional
Commitment of that Additional Lender;


 


(v)          the Agent satisfying itself
that it has complied with all necessary “know your customer” or other similar
checks under all applicable laws and regulations in relation to the accession
of each Proposed Additional Lender; and


 


(vi)         the provision by the Borrower
of such other details, Authorisations or other documents, opinions or assurances
as the Agent may reasonably require (if the aggregate amount of the Total
Commitments and the Requested Amount exceeds the amount approved in the
corporate authorisations delivered as conditions precedent under Clause 4.1 (Initial conditions precedent) and it has notified the
Borrower accordingly prior to the date falling five Business Days after receipt
by the Agent of an Additional Commitment Notice).


 


(e)                               On the Additional Commitments Establishment Date, each Additional
Lender expressly acknowledges and gives each confirmation contained in Clause
22.4 (Limitation of responsibility of Existing Lenders)
as if:


 


(i)            that Additional Lender was
a New Lender under that clause; and


 


(ii)           each Finance Party (other
than that Additional Lender) was an Existing Lender under that clause.


 


(f)                                 Prior to the issuance of an Additional Commitment Notice, the
Borrower shall invite each Lender to provide any Additional Commitments.


 


(g)                              Each Finance Party irrevocably authorises and instructs the Agent to
execute on its behalf any Additional Commitment Notice which has been duly
completed and signed on behalf of the Borrower.


 


(h)                              Each Finance Party (other than the relevant Proposed Additional
Lender party to that Additional Lender Accession Notice) irrevocably authorises
and instructs the Agent to execute on its behalf any Additional Lender
Accession Notice which has been duly 


 


18

















 


completed and signed on behalf of that
Proposed Additional Lender and the Borrower and each Finance Party agrees to be
bound by each such accession.


 


(i)                                  The Borrower may deliver only one Additional Commitment Notice under
this Agreement.


 


2.3                            Finance
Parties’ rights and obligations


 


(a)                               The obligations of each Finance Party under the Finance Documents
are several. Failure by a Finance Party to perform its obligations under the
Finance Documents does not affect the obligations of any other Party under the
Finance Documents. No Finance Party is responsible for the obligations of any
other Finance Party under the Finance Documents.


 


(b)                              The rights of each Finance Party under or in connection with the
Finance Documents are separate and independent rights and any debt arising
under the Finance Documents to a Finance Party from the Borrower shall be a
separate and independent debt.


 


(c)                               A Finance Party may, except as otherwise stated in the Finance
Documents, separately enforce its rights under the Finance Documents.


 


3                                      PURPOSE


 


3.1                            Purpose


 


(a)                               The Borrower shall apply all amounts borrowed by it under Facility A
and Facility B up to and including 20 May 2009, and in respect of Facility
B via a foreign exchange transaction, to repay, together with the Additional
Dollars, all amounts outstanding under the Existing Facility 1.


 


(b)                              The Borrower shall apply all amounts borrowed by it under Facility A
and Facility B after 20 May 2009 for its general corporate purposes.


 


3.2                            Monitoring


 


No Finance Party is bound to monitor or
verify the application of any amount borrowed pursuant to this Agreement.


 


4                                      CONDITIONS
OF UTILISATION


 


4.1                            Initial
conditions precedent


 


(a)                               The Borrower may not deliver the first Utilisation Request unless
the Agent has received all of the documents and other evidence listed in
Schedule 2 (Conditions precedent)
in form and substance satisfactory to the Agent. The Agent shall notify the
Borrower and the Lenders promptly (within one Business Day) upon being so
satisfied.


 


(b)                              The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on or before
the date of the first Utilisation of the Facilities, the Additional Dollars
have been deposited into the Dollar Account.


 


19

















 


4.2                            Further
conditions precedent


 


The Lenders will only be obliged to comply
with Clause 5.4 (Lenders’ participation)
if on the date of the Utilisation Request and on the proposed Utilisation Date:


 


(a)                                no Default is continuing or would result from the proposed Loan; and


 


(b)                               the Repeating Representations to be made by the Borrower are true in
all material respects,


 


20

















 


SECTION 3

UTILISATION


 


5                                      UTILISATION


 


5.1                            Delivery
of a Utilisation Request


 


(a)                               The Borrower may utilise a Facility by delivery to the Agent of a
duly completed Utilisation Request not later than 10:00 a.m. on the day
falling 3 Business Days before the proposed Utilisation Date (or, in relation
to the first Utilisation Request, not later than 9:00 a.m. on the day
falling 2 Business Days before the proposed Utilisation Date).


 


(b)                              The
Borrower may only deliver a Utilisation Request for Facility A if on the same
day it also delivers a Utilisation Request for Facility B with the same
Utilisation Date as in the Utilisation Request delivered on that day for
Facility A.


 


(c)                               The
Borrower may only deliver a Utilisation Request for Facility B if on the
same day it also delivers a Utilisation Request for Facility A with the
same Utilisation Date as in the Utilisation Request delivered on that day for
Facility B.


 


5.2                            Completion
of a Utilisation Request


 


(a)                               Each Utilisation Request is irrevocable and will not be regarded as
having been duly completed unless:


 


(i)           it identifies the Facility
to be utilised;


 


(ii)          the proposed Utilisation
Date is a Business Day within the Availability Period applicable to that
Facility or, if applicable, to the Additional Commitments;


 


(iii)         the currency and amount of
the Utilisation comply with Clause 5.3 (Currency
and amount); and


 


(iv)         it specifies the account and
bank to which the proceeds of the Utilisation are to be credited.


 


(b)                              Only one Loan may be requested in each Utilisation Request.


 


5.3                            Currency
and amount


 


(a)                               The currency specified in a Utilisation Request must be Dollars for
Facility A and euro for Facility B.


 


(b)                              Before the occurrence of the Additional Commitments Establishment
Date, the amount of the proposed Loan must be:


 


(i)            in relation to Facility A,
the total amount of the Facility A Commitments listed in Schedule 1 (The Original Lenders);


 


(ii)           in relation to Facility B,
the total amount of the Facility B Commitments listed in Schedule 1 (The Original Lenders);


 


(c)                               On or after the occurrence of the Additional Commitments
Establishment Date, the amount of the proposed Loan must be:


 


21

















 


(i)            in relation to Facility A,
the total amount of the Proposed Additional Commitments for Facility A in an
Additional Commitment Notice;


 


(ii)          in relation to Facility B,
the total amount of the Proposed Additional Commitments for Facility B in an
Additional Commitment Notice.


 


5.4                            Lenders’
participation


 


(a)                               If the conditions set out in this Agreement have been met, each
Facility A Lender shall make its participation in each Facility A Loan
available by the Utilisation Date through its Facility Office, and each
Facility B Lender shall make its participation in each Facility B Loan
available by the Utilisation Date through its Facility Office.


 


(b)                              The amount of each Lender’s participation in each Loan will be equal
to the proportion borne by its Available Commitment to the Available Facility
immediately prior to making the Loan.


 


(c)                               The Agent shall notify each Facility A Lender of the amount of each
Facility A Loan and the amount of its participation in that Facility A Loan and
each Facility B Lender of the amount of each Facility B Loan and the amount of
its participation in that Facility B Loan, in each case not later than 3:00 p.m.
on the day falling 3 Business Days before the relevant proposed Utilisation
Date (or, in relation to the first Loan, not later than 9:00 a.m. on the
day falling 2 Business Days before the proposed first Utilisation Date).


 


5.5                            Utilisation
on or after the Additional Commitments Establishment Date


 


On or after the occurrence of the Additional
Commitments Establishment Date, the Lenders shall not be obliged to participate
in a Loan unless the Utilisation Date applicable to that Loan is on the date
falling one, two, or as the case may be, three Months after the initial
Utilisation Date.


 


22

















 


SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION


 


6                                      REPAYMENT


 


6.1                            Repayment
of Loans


 


The Borrower shall repay the Loans in three
equal instalments, by paying on each Repayment Date an amount equal to one
third of the amount of the Loans outstanding at the close of business on the
last day of the Availability Period, or if any Additional Commitments are made
available at the close of business on the last day of the Availability Period
taking into account such Additional Commitments. Any amount outstanding on the
Final Maturity Date shall be repaid in full on that date. The Borrower shall
repay the Loans from its bank accounts with the Passport Bank, unless otherwise
agreed between the Borrower and the Agent.


 


6.2                            Reborrowing


 


The Borrower may not reborrow any part of the
Facilities which are repaid.


 


7                                      PREPAYMENT
AND CANCELLATION


 


7.1                            Illegality


 


If it becomes unlawful in any applicable
jurisdiction for a Lender to perform any of its obligations as contemplated by
this Agreement or to fund or maintain its participation in any Loan:


 


(a)           that Lender shall promptly
notify the Agent upon becoming aware of that event;


 


(b)          upon the Agent notifying the
Borrower, the Commitment of that Lender will be immediately cancelled; and


 


(c)           the Borrower shall repay
that Lender’s participation in the Loans on the later of the last day of the
Interest Period for each Loan occurring, and the date falling 20 days after the
Agent has notified the Borrower (but in any event no longer than any grace
period permitted by law) or, if earlier, the date specified by the Lender in
the notice delivered to the Agent (being no earlier than the last day of any
applicable grace period permitted by law).


 


7.2                            Voluntary
cancellation


 


(a)                               The Borrower may, if it gives the Agent not less than 10 Business
Days’ (or such shorter period as the Majority Lenders may agree) prior written
notice, cancel the whole or any part (being a minimum amount of $25,000,000 or
its equivalent in euros) of an Available Facility. Any cancellation under this
Clause 7.2 shall reduce the Commitments of the Lenders rateably under that
Facility.


 


23

















 


(b)                              The Borrower shall not cancel any part of the Available Commitment
of a Facility unless at the same time it cancels a pro rata
amount of the Available Commitments for the other Facility.


 


7.3                            Voluntary
prepayment of Loans


 


(a)                               The Borrower may, if it gives the Agent not less than 10 Business
Days’ (or such shorter period as the Majority Lenders may agree) prior written
notice, prepay the whole or any part of any Loan (but, if in part, being an
amount that reduces the Loan by a minimum amount of $25,000,000 or its
equivalent in euros).


 


(b)                              A Loan in respect of a Facility may only be prepaid after the last
day of the Availability Period for that Facility (or, if earlier, the day on
which the relevant Available Facility is zero).


 


(c)                               Each prepayment shall be applied in satisfaction of the Borrower’s
obligations under Clause 6 (Repayment)
in the inverse order of maturity of the Loans (or, at the option of the
Borrower, pro rata to the
remaining principal instalments thereof) and pro rata
as between the Facilities.


 


7.4                            Mandatory
Prepayment — Change of Control


 


(a)                               In this Clause 7.4, “Change of
Control” means any of the following events or circumstances: any
person or group of persons acting in concert or under an express or implied
agreement or understanding, directly or through one or more intermediaries,
shall (x) acquire ultimate beneficial or legal ownership of, or control
over, more than 50% of the issued shares of the Borrower; (y) acquire
ownership of or control over more than 50% of the voting interests in the share
capital of the Borrower; or (z) obtain the power (whether or not
exercised) to elect not less than half of the directors of the Borrower
(provided, however, that any acquisition by Sistema JSFC or any of its
Subsidiaries that results in the 50% threshold in paragraphs (x) and (y) above
being exceeded, or in the power referred to in paragraph (z) above being
obtained, will not be a Change of Control).


 


(b)                              If there is a Change of Control:


 


(i)           the Borrower shall promptly
notify the Agent upon becoming aware of that event;


 


(ii)          the Borrower may not make a
Utilisation; and


 


(iii)         if any Lender (in its sole
discretion) so requires, it may, within 5 Business Days of its receipt of the
Borrower’s notification under sub-clause (i) above, direct the Agent to
send a notice to the Borrower requiring the Borrower to repay that Lender’s
participations in the Loans (together with accrued interest) in full on the day
(the “Early Change of Control Repayment Date”)
falling 30 days after the date of the Borrower’s notification under sub-clause (i) above.
Before the Early Change of Control Repayment Date, the Lender and the Borrower
shall consult with each other for a period of 5 Business Days with respect to
the transfer of that Lender’s rights and obligations under this Agreement to
another reputable international bank, financial institution, trust, fund or
other entity nominated by the Borrower in accordance with Clause 22.5 (Procedure for transfer) for a purchase
price equal to the outstanding principal amount of such Lender’s participation
in the outstanding Loans and all accrued interest and fees and other amounts
payable under this Agreement. If no such transfer has been effected on or
before the Early Change of Control Repayment Date, then (x) the Borrower
shall repay that Lender’s 


 


24

















 


participations in the Loans (together with
accrued interest) in full on the Early Change of Control Repayment Date and (y) the
Commitments of that Lender shall be reduced to zero on that date.


 


7.5                            Mandatory
Prepayment — Ratings Downgrade


 


(a)                               In this Clause 7.5:


 


“Fitch” means
Fitch Ratings Ltd. and any successor to its rating business.


 


“Moody’s” means
Moody’s Investors Service, Inc. and any successor to its rating business.


 


“Primary Rating”
means a Rating of B for S&P, a Rating of B2 for Moody’s or a Rating of B
for Fitch.


 


“Rating” means
the credit rating assigned by a Rating Agency to the Borrower’s long-term
foreign currency rating or equivalent rating as agreed by Majority Lenders.


 


“Ratings Agency”
means each of S&P, Moody’s and Fitch.


 


“Ratings Downgrade”
means any of the following events: (i) at least two of the Ratings
Agencies assigning a Rating which falls below the Primary Rating or (ii) one
or more of the Ratings Agencies assigning a Rating which falls below the
Secondary Rating or not assigning any Rating.


 


“Secondary Rating”
means a Rating of B- for S&P, a Rating of B3 for Moody’s or a Rating of B-
for Fitch.


 


“S&P” means
Standard & Poor’s Ratings Services, a division of the McGraw-Hill
Companies, Inc. and any successor to its rating business..


 


(b)                              If there is a Ratings Downgrade:


 


(i)           the Borrower shall promptly
notify the Agent upon becoming aware of that event;


 


(ii)          the Borrower may not make a
Utilisation; and


 


(iii)         if any Lender (in its sole
discretion) so requires, it may, if after a Utilisation Date, within 5 Business
Days of its receipt of the Borrower’s notification under sub-clause (i) above
or the occurrence of a Ratings Downgrade, direct the Agent to send a notice to
the Borrower requiring the Borrower to repay that Lender’s participations in
the Loans (together with accrued interest) in full on the day (the “Early Ratings Downgrade Repayment Date”)
falling 30 days after the date of the Borrower’s notification under sub-clause (i) above.
After receipt of the Borrower’s notification or the occurrence of a Ratings
Downgrade and before the Early Ratings Downgrade Repayment Date, the Lender and
the Borrower shall consult with each other for a period of 5 Business Days with
respect to the transfer of that Lender’s rights and obligations under this
Agreement to another reputable international bank, financial institution,
trust, fund or other entity nominated by the Borrower in accordance with Clause
22.5 (Procedure for transfer) for
a purchase price equal to the outstanding principal amount of such Lender’s
participation in the outstanding Loans and all accrued interest and fees and
other amounts payable under this Agreement. If no such transfer has been
effected on or before the Early Ratings Downgrade Repayment Date, then (x) the
Borrower shall repay that Lender’s participations in the Loans (together with
accrued interest) in full on the Early 


 


25

















 


Ratings Downgrade Repayment Date and (y) the
Commitment of that Lender shall be reduced to zero on that date.


 


7.6                            Mandatory
Prepayment — Retained Earnings and Capital Reduction


 


(a)                               In this Clause 7.6, “Retained Earnings”
means retained earnings of the Borrower determined by reference to its most
recent quarterly unaudited non-consolidated financial statements prepared in
accordance with RAS adjusted so as to take into account any distributions made
since the date of those statements.


 


(b)                              If Retained Earnings fall below the aggregate of RUR20,000,000,000
and the cumulative amount of consideration (the payment of which is in cash or
would otherwise reduce the consolidated balance sheet of the Group during the
life of the Facilities) paid by or on behalf of any member of the Group in
respect of the purchase of shares in the Borrower or any reduction in the share
capital of the Borrower after the date of this Agreement (and excluding any “treasury
shares” in the Borrower held by the Borrower as at the date of this Agreement)
to the extent such consideration does not reduce Retained Earnings:


 


(i)           the Borrower shall promptly
notify the Agent upon becoming aware of that event occurring or being likely to
occur;


 


(ii)          the Borrower may not make a
Utilisation; and


 


(iii)         if the Majority Lenders so
require, they may, within 5 Business Days of receipt of the Borrower’s
notification under sub-clause (i) above, direct the Agent to send a notice
to the Borrower requiring the Borrower to repay each Lender’s participations in
the Loans (together with accrued interest) in full on the day (the “Early Retained Earnings Repayment Date”)
falling 30 days after the date of the Borrower’s notification under sub-clause (i) above.
On the Early Retained Earnings Repayment Date the Commitments shall be reduced
to zero.


 


7.7                            Right
of repayment and cancellation in relation to a single Lender


 


If:


 


(a)           any sum payable to any
Lender by the Borrower is required to be increased under paragraph (c) of
Clause 12.2 (Tax gross-up); or


 


(b)          any Lender claims
indemnification from the Borrower under Clause 12.3 (Tax indemnity) or Clause 13 (Increased Costs),


 


the Borrower may, whilst the circumstance
giving rise to the requirement for that increase or indemnification continues,
give the Agent notice of cancellation of the Commitments of that Lender and its
intention to procure the repayment of that Lender’s participation in the Loans
on the last day of the Interest Period ending after the date of such notice
(or, if earlier, on such other date as specified by the Borrower in that
notice) (the “Cancellation Date”).
After receipt of the Borrower’s notification and before the Cancellation Date,
the Lender and the Borrower shall consult with each other for a period of 5
Business Days with respect to the transfer of that Lender’s rights and
obligations under this Agreement to another reputable international bank,
financial institution, trust, fund or other entity nominated by the Borrower in
accordance with Clause 22.5 (Procedure for
transfer). If no such transfer has been effected on or before the
Cancellation Date, then (x) the Borrower shall repay that Lender’s
participations in the Loans (together with accrued interest) in full


 


26














 


on the Cancellation Date and (y) the Commitments of that Lender
shall be reduced to zero on that date.


 


7.8                            Replacement
of a Lender


 


(a)                               If at any time a Lender
becomes a Non Consenting Lender then the Borrower may, on ten Business Days’
prior written notice to the Agent and that Non Consenting Lender, replace that
Non Consenting Lender by causing it to (and that Non Consenting Lender shall)
transfer pursuant to this Clause 7.8 all of its rights and obligations under
this agreement to a Lender or other person being a reputable bank, financial
institution, trust, fund or other entity active in the international syndicated
loan market selected by the Borrower and acceptable to the Agent (acting
reasonably) or a member of the Group (other than the Borrower) for a purchase
price equal to the outstanding principal amount of such Non Consenting Lender’s
participation in the outstanding Loans and all accrued interest and fees and
other amounts payable under this Agreement.


 


(b)                              The Borrower shall have no
right to replace a Mandated Lead Arranger or the Agent and none of the
foregoing nor any Lender shall have any obligation to the Borrower to find a
replacement Lender. The Borrower shall not make any payment or assume any
obligation (whether by way of fees, expenses or otherwise) to or on behalf of
the replacement Lender as an inducement for the replacement Lender to become a
Lender.


 


(c)                               No Lender replaced under this
Clause 7.8 may be required to pay or surrender to that replacement Lender or
other entity any fees received by it.


 


(d)                              For the purposes of this
Clause 7.8 a “Non Consenting Lender” is a Lender
who does not agree to a consent or amendment where:


 


(i)                                the Borrower or the Agent has
requested the Lenders to consent to a departure from or waiver of any provision
of the Finance Documents or to agree to any amendment thereto;


 


(ii)                             the consent or amendment in
question requires the agreement of all Lenders, or in the case of the consent
required under paragraph (d) of Clause 20.12 (Restriction
on acquisitions) only, the Simple Majority Lenders;


 


(iii)                          a period of not less than 14
days has elapsed from the date the consent or amendment was requested, or in
the case of the consent required under paragraph (d) of Clause 20.12 (Restriction on acquisitions) only, 15 Business Days has
elapsed from the date the consent was requested or, if later, the business plan
as required under paragraph (g) of Clause 20.12 (Restriction
on acquisitions) was delivered by the Agent to the Lenders;


 


(iv)                          the Super Majority Lenders
have agreed to such consent or amendment, or in the case of the consent
required under paragraph (d) of Clause 20.12 (Restriction
on acquisitions) only, such Lender has not agreed to provide such
consent; and


 


(v)                             the Borrower has notified the
Agent it will treat the Lender as a Non Consenting Lender.


 


7.9                            Restrictions


 


(a)                               Any notice of cancellation or
prepayment given by any Party under this Clause 7 shall be irrevocable and,
unless a contrary indication appears in this Agreement, shall specify the 


 


27

















 


date or dates upon which the relevant
cancellation or prepayment is to be made and the amount of that cancellation or
prepayment.


 


(b)                              Any prepayment under this
Agreement shall be made together with accrued interest on the amount prepaid
and, subject to any Break Costs, without premium or penalty.


 


(c)                               The Borrower shall not cancel
any part of the Available Commitment of a Facility unless at the same time it
cancels a pro rata amount of the Available Commitments for the other Facility.


 


(d)                              The Borrower may not reborrow
any part of a Facility which is prepaid.


 


(e)                               The Borrower shall not repay
or prepay all or any part of the Loans or cancel all or any part of the
Commitments except at the times and in the manner expressly provided for in
this Agreement.


 


(f)                                 No amount of the Total
Commitments cancelled under this Agreement may be subsequently reinstated.


 


(g)                              If the Agent receives a notice
under this Clause 7 it shall promptly forward a copy of that notice to either
the Borrower or the affected Lender, as appropriate.


 


28

















 


SECTION 5

COSTS OF UTILISATION


 


8                                      INTEREST


 


8.1                            Calculation
of interest


 


The rate of interest on each Loan for each Interest Period is the
percentage rate per annum which is the aggregate of the applicable:


 


(a)                               Margin;


 


(b)                              LIBOR, or, in relation to any
Loan in euro, EURIBOR; and


 


(c)                               Mandatory Cost, if any.


 


8.2                            Payment
of interest


 


The Borrower shall pay accrued interest on each Loan on the last day of
each Interest Period (and, if the Interest Period is longer than 6 Months, on
the date falling at six monthly intervals after the first day of the Interest
Period).


 


8.3                            Default
interest


 


(a)                               If the Borrower fails to pay
any amount payable by it under a Finance Document on its due date, interest
shall accrue on the overdue amount from the due date up to the date of actual
payment (both before and after judgment) at a rate which, subject to paragraph (b) below,
is the sum of 2 per cent. and the rate which would have been payable if the
overdue amount had, during the period of non-payment, constituted a Loan in the
currency of the overdue amount for successive Interest Periods, each of a
duration selected by the Agent (acting reasonably). Any interest accruing under
this Clause 8.3 shall be immediately payable by the Borrower on demand by the
Agent.


 


(b)                              If any overdue amount consists
of all or part of a Loan which became due on a day which was not the last day
of an Interest Period relating to that Loan:


 


(i)                                the first Interest Period for
that overdue amount shall have a duration equal to the unexpired portion of the
current Interest Period relating to that Loan; and


 


(ii)                             the rate of interest applying
to the overdue amount during that first Interest Period shall be the sum of 2
per cent. and the rate which would have applied if the overdue amount had not
become due.


 


(c)                              Default interest (if unpaid)
arising on an overdue amount will be compounded with the overdue amount at the
end of each Interest Period applicable to that overdue amount but will remain
immediately due and payable.


 


8.4                            Notification
of rates of interest


 


The Agent shall promptly notify the relevant Lenders and the Borrower
of the determination of a rate of interest under this Agreement.


 


29

















 


9                                      INTEREST
PERIODS


 


9.1                            Duration
of Interest Periods


 


(a)                               The first Interest Period for
the first Loan made under a Facility shall begin on the Utilisation Date for
that Loan and end on the last day of the Interest Period applicable to that
first Loan which will be three Months. The Interest Period for a subsequent
Loan under that Facility shall end on the last day of the current Interest
Period for the first loan and at the end of that current Interest Period all
Loans under that Facility shall be consolidated such that all Loans under that
Facility shall then be treated as a single Loan.


 


(b)                              Subject to Clause 9.1(a), the
Borrower may select an Interest Period for the Loan in the Utilisation Request
or (if the Loan has already been borrowed) in a Selection Notice. The Borrower
may select an Interest Period with a duration of three or six Months or any
other period agreed between the Borrower and the Agent (acting on the
instructions of all the Lenders participating in the relevant Loan).


 


(c)                               Each Selection Notice for the
Loan is irrevocable and must be delivered to the Agent by the Borrower not
later than 11:00 a.m. one Business Day before the Quotation Day.


 


(d)                              If the Borrower fails to
deliver a Selection Notice to the Agent in accordance with paragraph (c) above,
the relevant Interest Period will be six Months.


 


(e)                               An Interest Period shall not extend beyond
a Repayment Date or the Final Maturity Date and if an Interest Period would
otherwise overrun a Repayment Date or the Final Maturity Date, such Interest
Period shall be shortened so that it ends on that Repayment Date or the Final
Maturity Date.


 


(f)                                Each Interest Period shall start on the
Utilisation Date or (if the Loan is already made) on the last day of its
preceding Interest Period.


 


9.2                            Non-Business
Days


 


If an Interest Period would otherwise end on a day
which is not a Business Day, that Interest Period will instead end on the next
Business Day in that calendar month (if there is one) or the preceding Business
Day (if there is not).


 


10                               CHANGES
TO THE CALCULATION OF INTEREST


 


10.1                     Absence
of quotations


 


Subject to Clause 10.2 (Market
disruption), if LIBOR or, if applicable, EURIBOR is to be determined
by reference to the Reference Banks but a Reference Bank does not supply a
quotation by 11:00 a.m. on the Quotation Day, the applicable LIBOR or
EURIBOR shall be determined on the basis of the quotations of the remaining
Reference Banks.


 


10.2                     Market
disruption


 


(a)                               If a Market Disruption Event
occurs in relation to a Loan for any Interest Period, then the rate of interest
on each Lender’s share of that Loan for the Interest Period shall be the rate
per annum which is the sum of:


 


(i)                                   the Margin;


 


30

















 


(ii)                             the rate notified to the Agent
by that Lender as soon as practicable and in any event before interest is due
to be paid in respect of that Interest Period, to be that which expresses as a
percentage rate per annum the cost to that Lender of funding its participation
in that Loan from whatever source it may reasonably select; and


 


(iii)                          the Mandatory Cost, if any,
applicable to that Lender’s participation in the Loan.


 


Lenders that choose not to provide cost of funding information will be
deemed to be in agreement with the original rate of interest specified in the
Loan. The rate of interest for those Lenders for the relevant Interest Period
shall be the aggregate of the Margin, the LIBOR, or, in relation to any Loan in
euro, EURIBOR for the relevant Interest Period, and the Mandatory Cost, if any,
applicable to that Lender’s participation in the Loan.


 


The Agent shall treat all cost of funding information provided by
Lenders as confidential information. Cost of funding information shall not be
shared with the Borrower (unless on a no name basis) or other Lenders.


 


(b)                              In this Agreement “Market Disruption Event” means:


 


(i)                                at or about noon on the
Quotation Day for the relevant Interest Period the Screen Rate is not available
and none or only one of the Reference Banks supplies a rate to the Agent to
determine LIBOR for US Dollars or, if applicable, EURIBOR for the relevant
Interest Period; or


 


(ii)                             before close of business in
London on the Quotation Day for the relevant Interest Period, the Agent
receives notifications from a Lender or Lenders (whose participations in a Loan
exceed 35 per cent. of that Loan) that the cost to it of obtaining matching
deposits in the Relevant Interbank Market would be in excess of LIBOR or, if
applicable, EURIBOR.


 


10.3                     Alternative
basis of interest or funding


 


(a)                               If a Market Disruption Event
occurs and the Agent or the Borrower so requires the Agent and the Borrower
shall enter into negotiations (for a period of not more than 30 days) with a
view to agreeing a substitute basis for determining the rate of interest.


 


(b)                              Any alternative basis agreed
pursuant to paragraph (a) above shall, with the prior consent of all the
Lenders and the Borrower, be binding on all Parties.


 


10.4                     Break
Costs


 


(a)                             The Borrower shall, within
three Business Days of demand by a Finance Party, pay to that Finance Party its
Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid
by the Borrower on a day other than the last day of an Interest Period for that
Loan or Unpaid Sum.


 


(b)                              Each Lender shall, as soon as
reasonably practicable after a demand by the Agent, provide a certificate
confirming the amount of its Break Costs for any Interest Period in which they
accrue.


 


31

















 


11                                FEES


 


11.1                      Arrangement
fee


 


The Borrower shall pay to the Agent, for distribution to the Mandated
Lead Arrangers, an arrangement fee in the amount and at the times agreed in a
Fee Letter.


 


11.2                      Agency
fee


 


The Borrower shall pay to the Agent (for its own account) an agency fee
in the amount and at the times agreed in the Agency Fee Letter.


 


11.3                      Management
fee


 


The Borrower shall pay to the Agent, for distribution to certain
Lenders, a management fee on Facility 2 under and as defined in the Existing
Facilities Agreement in the amount and at the times agreed in a Fee Letter.


 


32

















 


SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS


 


12                               TAX
GROSS-UP AND INDEMNITIES


 


12.1                     Definitions


 


(a)                               In this Agreement:


 


“Protected Party” means a
Finance Party which is or will be subject to any liability, or required to make
any payment, for or on account of Tax in relation to a sum received or
receivable (or any sum deemed for the purposes of Tax to be received or
receivable) under a Finance Document.


 


“Qualifying Lender” means
any Lender which is situated for tax purposes in the Russian Federation or in a
Tax Treaty Jurisdiction.


 


“Tax Credit” means a
credit against, relief or remission for, or repayment of any Tax.


 


“Tax Deduction” means a
deduction or withholding for or on account of Tax from a payment under a
Finance Document.


 


“Tax Payment” means an
increased payment made by the Borrower to a Finance Party under
Clause 12.2 (Tax gross-up)
or a payment under Clause 12.3 (Tax
indemnity).


 


“Tax Treaty Jurisdiction”
means a jurisdiction which has in force a double tax treaty with the Russian
Federation (or with the Union of Soviet Socialist Republics to which the
Russian Federation has succeeded) which provides for full exemption from
Russian withholding tax on interest derived from a source within the Russian
Federation payable to a resident of such jurisdiction.


 


(b)                            Unless a contrary indication
appears, in this Clause 12 a reference to “determines” or “determined”
means a determination made in the absolute discretion of the person making the
determination.


 


12.2                   Tax
gross-up


 


(a)                             The Borrower shall make all
payments to be made by it without any Tax Deduction, unless a Tax Deduction is
required by law.


 


(b)                              The Borrower shall promptly
upon becoming aware that it must make a Tax Deduction (or that there is any
change in the rate or the basis of a Tax Deduction) notify the Agent
accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in
respect of a payment payable to that Lender. If the Agent receives such
notification from the Borrower or a Lender, it shall respectively notify the
Lender and the Borrower.


 


(c)                               Subject to paragraph (d) below,
if a Tax Deduction is required by law to be made by the Borrower, the amount of
the payment due from the Borrower shall be increased to an amount which (after
making any Tax Deduction) leaves an amount equal to the payment which would
have been due if no Tax Deduction had been required.


 


(d)                              The Borrower is not required
to make an increased payment to a Lender under paragraph (c) above if, on
the date on which the payment falls due, the Borrower could have made 


 


33

















 


such a payment to that Lender without a Tax
Deduction if that Lender was a Qualifying Lender, but on that date that Lender
is not, or has ceased to be, a Qualifying Lender (other than as a result of any
change after the date it became a Lender under this Agreement in (or in the
interpretation, administration, or application of) any law or treaty, or any
published practice or concession of any relevant taxing authority).


 


(e)                               If the Borrower is required to
make a Tax Deduction, it shall make that Tax Deduction and any payment required
in connection with that Tax Deduction within the time allowed and in the
minimum amount required by law.


 


(f)                                 Within 30 days of making
either a Tax Deduction or any payment required in connection with that Tax
Deduction, the Borrower shall deliver to the Agent for the Finance Party
entitled to the payment an original receipt (or certified copy thereof)
demonstrating that the Tax Deduction has been made or (as applicable) any
appropriate payment paid to the relevant taxing authority.


 


(g)                              Each Lender and the Borrower
shall co-operate in completing any procedural formalities necessary for the
Borrower to obtain authorisation to make a payment without a Tax Deduction.


 


12.3                   Tax
indemnity


 


(a)                             The Borrower shall (within
three Business Days of demand by the Agent) pay to a Protected Party an amount
equal to the loss, liability or cost which that Protected Party determines has
been suffered for or on account of Tax by that Protected Party in respect of a
Finance Document.


 


(b)                            Paragraph (a) above shall
not apply:


 


(i)                                 with respect to any Tax
assessed on a Finance Party:


 


(A)                          under
the law of the jurisdiction in which that Finance Party is incorporated or, if
different, the jurisdiction (or jurisdictions) in which that Finance Party is
treated as resident for tax purposes; or


 


(B)                           under
the law of the jurisdiction in which that Finance Party’s Facility Office is
located in respect of amounts received or receivable in that jurisdiction,


 


if that Tax is imposed on or calculated by reference to the net income
received or receivable (but not any sum deemed to be received or receivable) by
that Finance Party; or


 


(ii)                              to the extent a loss,
liability or cost:


 


(A)                         is
compensated for by an increased payment under Clause 12.2 (Tax gross-up); or


 


(B)                           would
have been compensated for by an increased payment under Clause 12.2 (Tax gross-up) but was not so compensated
solely because one of the exclusions in paragraph (d) of Clause 12.2
(Tax gross-up) applied.


 


(c)                               A Protected Party making, or
intending to make, a claim under paragraph (a) above shall promptly notify
the Agent of the event which will give, or has given, rise to the claim,
following which the Agent shall notify the Borrower.


 


34

















 


(d)                              A Protected Party shall, on
receiving a payment from the Borrower under this Clause 12.3, notify the
Agent.


 


12.4                     Tax
Credit


 


If the Borrower makes a Tax Payment and the relevant Finance Party
determines that:


 


(a)                                a Tax Credit is attributable
to that Tax Payment; and


 


(b)                               that Finance Party has
obtained, utilised and retained that Tax Credit,


 


the Finance Party shall pay promptly an amount to the Borrower which
that Finance Party determines will leave the Finance Party (after that payment)
in the same after-Tax position as it would have been in had the Tax Payment not
been made by the Borrower.


 


12.5                     Lender
Status Confirmation


 


Each Lender which becomes a Party to this Agreement after the date of
this Agreement shall indicate, in the Transfer Certificate or Additional Lender
Accession Notice which it executes on becoming a Party, and for the benefit of
the Agent and without liability to the Borrower, which of the following
categories it falls in:


 


(a)                                not a Qualifying Lender; or


 


(b)                               a Qualifying Lender.


 


If a New Lender (as defined in Clause 22.1 (Assignments
and transfers by the Lenders)) or Acceding Additional Lender fails
to indicate its status in accordance with this Clause 12.5 then such New Lender
or Acceding Additional Lender shall be treated for the purposes of this
Agreement (including by the Borrower) as if it is not a Qualifying Lender until
such time as it notifies the Agent which category applies (and the Agent, upon
receipt of such notification, shall inform the Borrower).  For the avoidance of doubt, a Transfer
Certificate or Additional Lender Accession Notice shall not be invalidated by
any failure of a Lender to comply with this Clause 12.5.


 


12.6                     Stamp
taxes


 


The Borrower shall pay and, within three Business Days of demand,
indemnify each Finance Party against any cost, loss or liability that Finance
Party incurs in relation to all stamp duty, registration and other similar
Taxes payable in respect of any Finance Document.


 


12.7                     Value
added tax


 


(a)                               All consideration expressed to
be payable under a Finance Document by any Party to a Finance Party shall be
deemed to be exclusive of any VAT. If VAT is chargeable on such consideration,
that Party shall pay to the Finance Party (or directly to the appropriate tax
authority, if so required by law) (in addition to and at the same time as
paying the consideration) an amount equal to the amount of the VAT.


 


(b)                              Where a Finance Document
requires any Party to reimburse a Finance Party for any costs or expenses, that
Party shall also at the same time pay and indemnify the Finance Party against
all VAT incurred by the Finance Party in respect of the costs or expenses to
the extent that the Finance Party reasonably determines that neither it nor any
other member 


 


35

















 


of the group of which it is a member for
VAT purposes is entitled to credit or repayment from the relevant tax authority
in respect of the VAT.


 


12.8                     Tax
forms


 


(a)                               At least 10 Business Days
prior to the date of the first scheduled payment of interest under this
Agreement, and within 20 Business Days from the beginning of each calendar year
falling after the Signing Date, each Qualifying Lender shall provide to the
Borrower a document issued by the relevant government authority in its
jurisdiction of residence confirming that it is a resident of that
jurisdiction. That document shall be apostilled by each Qualifying Lender if
requested by the Borrower (pursuant to a requirement of the Russian tax
authorities). The Borrower shall pay to each Qualifying Lender an amount equal
to the costs that the Qualifying Lender has incurred in apostilling any such
document.


 


(b)                              At the request of the Borrower
(acting reasonably), each Lender shall use its reasonable efforts to provide
any other documentation or information to the Borrower that may be reasonably
necessary for the Borrower to establish a complete exemption from Russian
withholding tax in relation to payments of interest under this Agreement.


 


13                               INCREASED
COSTS


 


13.1                     Increased
Costs


 


(a)                              Subject to Clause 13.3 (Exceptions) the Borrower shall, within
three Business Days of a demand by the Agent, pay for the account of a Finance
Party the amount of any Increased Costs incurred by that Finance Party or its
Holding Company as a result of (i) the introduction of or any change in
(or in the interpretation, administration or application of) any law or
regulation or (ii) compliance with any law or regulation made after the
Signing Date.


 


(b)                              In this Agreement “Increased Costs” means:


 


(i)                                   a reduction in the rate of
return from the Facility or on a Finance Party’s (or its Affiliate’s) overall
capital;


 


(ii)                                an additional or increased
cost; or


 


(iii)                             a reduction of any amount due
and payable under any Finance Document,


 


which is incurred or suffered by a Finance Party or its Holding Company
to the extent that it is attributable to that Finance Party having entered into
its Commitment or funding or performing its obligations under any Finance
Document.


 


13.2                     Increased
Cost claims


 


(a)                               A Finance Party intending to
make a claim pursuant to Clause 13.1 (Increased
Costs) shall notify the Agent of the event giving rise to the claim,
following which the Agent shall promptly notify the Borrower.


 


(b)                              Each Finance Party shall, as
soon as practicable after a demand by the Agent, provide a certificate
confirming the amount of its Increased Costs.


 


36














 


13.3                     Exceptions


 


(a)                               Clause 13.1 (Increased Costs)
does not apply to the extent any Increased Cost is:


 


(i)                                  attributable
to a Tax Deduction required by law to be made by the Borrower;


 


(ii)                              compensated
for by Clause 12.3 (Tax indemnity)
(or would have been compensated for under Clause 12.3 (Tax indemnity) but was not so compensated
solely because any of the exclusions in paragraph (b) of Clause 12.3 (Tax indemnity) applied);


 


(iii)                           compensated
for by the payment of the Mandatory Cost; or


 


(iv)                           attributable
to the wilful breach by the relevant Finance Party or its Affiliates of any law
or regulation.


 


(b)                              In this Clause 13.3, a reference to a “Tax Deduction” has the same meaning given to the term in
Clause 12.1 (Definitions).


 


14                               OTHER
INDEMNITIES


 


14.1                     Currency
indemnity


 


(a)                               If any sum due from the Borrower under the Finance Documents (a “Sum”), or any order, judgment or award
given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is
payable into another currency (the “Second
Currency”) for the purpose of:


 


(i)                                  making
or filing a claim or proof against the Borrower;


 


(ii)                               obtaining
or enforcing an order, judgment or award in relation to any litigation or
arbitration proceedings,


 


the Borrower shall as an independent
obligation, within three Business Days of demand, indemnify each Finance Party
to whom that Sum is due against any cost, loss or liability arising out of or
as a result of the conversion including any discrepancy between (A) the
rate of exchange used to convert that Sum from the First Currency into the
Second Currency and (B) the rate or rates of exchange available to that
person at the time of its receipt of that Sum.


 


(b)                              The Borrower waives any right it may have in any jurisdiction to pay
any amount under the Finance Documents in a currency or currency unit other
than that in which it is expressed to be payable.


 


14.2                     Other
indemnities


 


The Borrower shall, within three Business
Days of demand, indemnify each Finance Party against any cost, loss or
liability incurred by that Finance Party as a result of:


 


(a)                               the
occurrence of any Event of Default;


 


(b)                              a
failure by the Borrower to pay any amount due under a Finance Document on its
due date, including without limitation, any cost, loss or liability arising as
a result of Clause 26 (Sharing among the
Finance Parties);


 


37

















 


(c)                               funding, or making arrangements to fund, its participation in a Loan
requested by the Borrower in a Utilisation Request but not made by reason of
the operation of any one or more of the provisions of this Agreement (other
than by reason of default or negligence by that Finance Party alone); or


 


(d)                              a Loan (or part of a Loan) not being prepaid in accordance with a
notice of prepayment given by the Borrower.


 


14.3                     Indemnity
to the Agent


 


The Borrower shall promptly indemnify the
Agent against any cost, loss or liability incurred by the Agent (acting
reasonably) as a result of:


 


(a)                               investigating any event which it reasonably believes is a Default;
or


 


(b)                              acting or relying on any notice, request or instruction which it
reasonably believes to be genuine, correct and appropriately authorised.


 


15                               MITIGATION
BY THE LENDERS


 


15.1                     Mitigation


 


(a)                               Each Finance Party shall, in consultation with the Borrower, take
all reasonable steps to mitigate any circumstances which arise and which would
result in any amount becoming payable under or pursuant to, or cancelled
pursuant to, any of Clause 7.1 (Illegality),
Clause 12 (Tax gross-up and indemnities)
or Clause 13.1 (Increased Costs)
including (but not limited to) transferring its rights and obligations under
the Finance Documents to another Affiliate or Facility Office.


 


(b)                              Paragraph (a) above does not in any way limit the obligations
of the Borrower under the Finance Documents.


 


15.2                     Limitation
of liability


 


(a)                               The Borrower shall indemnify each Finance Party for all costs and
expenses reasonably incurred by that Finance Party as a result of steps taken
by it under Clause 15.1 (Mitigation).


 


(b)                              A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the opinion of that
Finance Party (acting reasonably), to do so might be prejudicial to it.


 


16                               COSTS
AND EXPENSES


 


16.1                     Transaction
expenses


 


The Borrower shall promptly on demand pay the
Agent and certain Finance Parties the amount of all reasonable out-of-pocket
costs and legal expenses (subject to the terms of the letter dated 6 March 2009
between, among others, the Borrower and the Agent) incurred by any of them in
connection with the negotiation, preparation and execution of:


 


(a)                               this Agreement and any other documents referred to in this
Agreement; and


 


(b)                              any other Finance Documents executed after the date of this
Agreement.


 


38

















 


16.2                     Amendment
costs


 


If (a) the Borrower requests an
amendment, waiver or consent or (b) an amendment is required pursuant to
Clause 27.9 (Change of currency),
the Borrower shall, within three Business Days of demand, reimburse the Agent
for the amount of all costs and expenses (including legal fees) reasonably
incurred by the Agent in responding to, evaluating, negotiating or complying
with that request or requirement.


 


16.3                     Enforcement
costs


 


The Borrower shall, within three Business
Days of demand, pay to each Finance Party the amount of all costs and expenses
(including legal fees) incurred by that Finance Party in connection with the
enforcement of, or the preservation of any rights under, any Finance Document.


 


39

















 


SECTION 7

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT


 


17                               REPRESENTATIONS


 


The Borrower makes the representations and
warranties set out in this Clause 17 to each Finance Party on the date of this
Agreement.


 


17.1                     Status


 


(a)                               It is an open joint stock company, duly established, registered and
validly existing under the laws of the Russian Federation.


 


(b)                              It and each of its Significant Subsidiaries has the power to own its
assets and carry on its business as it is being conducted.


 


17.2                     Binding
obligations


 


The obligations expressed to be assumed by it
in each Finance Document are legal, valid, binding and enforceable obligations,
subject to insolvency and other laws affecting creditors’ rights generally and
principles of equity.


 


17.3                     Non-conflict
with other obligations


 


The entry into and performance by it of, and
the transactions contemplated by, the Finance Documents do not and will not
conflict with:


 


(a)                               any law or regulation applicable to it;


 


(b)                              its or any of its Subsidiaries’ constitutional documents; or


 


(c)                               any agreement or instrument binding upon it or any of its
Subsidiaries or any of its or its Subsidiaries’ assets.


 


17.4                     Power
and authority


 


It has the power to enter into, perform and
deliver, and has taken all necessary action to authorise its entry into,
performance and delivery of, the Finance Documents and the transactions
contemplated by those Finance Documents.


 


17.5                     Validity
and admissibility in evidence


 


All Authorisations required:


 


(a)                               to enable it lawfully to enter into, exercise its rights and comply
with its obligations in the Finance Documents;


 


(b)                              for it and its Significant Subsidiaries to carry on its and their
business; and


 


(c)                               to make the Finance Documents admissible in evidence in the general
jurisdiction courts or commercial courts (arbitrazhniye
sudi) of the Russian Federation in an original action or action to
enforce a foreign arbitral award, provided that authenticated and notarised
Russian texts are made available to such courts at 


 


40

















 


that time and any other procedures and
formalities regarding presentation of documents to a Russian court are complied
with,


 


have been obtained or effected and are in
full force and effect (except, in relation to paragraph (b) above, where
the failure to obtain such Authorisations (excluding any Telecommunications
Authorisations) is not reasonably likely to have a Material Adverse Effect).


 


17.6                     Governing
law and enforcement


 


(a)                               The choice of English law as the governing law of the Finance
Documents will be recognised and enforced in the Russian Federation.


 


(b)                              Any arbitration award obtained in England in relation to a Finance
Document will be recognised and enforced in the Russian Federation in
accordance with the 1958 New York Convention on Recognition and Enforcement of
Foreign Arbitral Awards.


 


17.7                     No
bankruptcy proceedings


 


Neither the Borrower nor any of its
Significant Subsidiaries has taken any corporate action nor have any other
steps been taken or legal proceedings been started or, to the best of its
knowledge and belief (after due inquiry), threatened against it or any of its
Significant Subsidiaries for (a) its liquidation or bankruptcy or the
appointment of a liquidation commission (likvidatsionnaya
komissiya) or a similar officer of it or any of its Significant
Subsidiaries; (b) the institution of supervision (nablyudeniye), financial rehabilitation (finansovoe ozdorovlenie), external
management (vneshniy upravlayucshiy)
or the appointment of a bankruptcy manager (konkursniy
upravlayuschiy) or similar officer of it or any of its Significant
Subsidiaries; (c) the convening of a meeting of creditors for the purposes
of considering an amicable settlement (as defined in the Russian Insolvency
Law); or (d) any analogous act in respect of it or any of its Significant
Subsidiaries in any jurisdiction.


 


17.8                     Deduction
of Tax


 


It is not required under the law of the
Russian Federation to make any deduction for or on account of Tax from any payment
it may make under any Finance Document to a Qualifying Lender provided that it
has received the documentation specified in paragraph (a) Clause 12.8 (Tax forms).


 


17.9                     No
filing or stamp taxes


 


Under the law of the Russian Federation it is
not necessary that the Finance Documents be filed, recorded or enrolled with
any court or other authority in the Russian Federation or that any stamp,
registration or similar tax be paid on or in relation to the Finance Documents
or the transactions contemplated by the Finance Documents, except for court
registration fees in connection with any enforcement proceedings in such court.


 


17.10              Payment
of Taxes


 


Neither it nor any of its Significant
Subsidiaries has overdue tax liabilities, other than tax liabilities (a) whose
amount, applicability or validity is being contested in good faith by
appropriate proceedings and for which adequate reserves or other appropriate
provision 


 


41

















 


has been made or (b) whose amount,
together with all such other unpaid or undischarged taxes, does not in
aggregate exceed $25,000,000 (or its equivalent in any other currency or
currencies).


 


17.11               No
default


 


(a)                               No Default or Event of Default is continuing or might reasonably be
expected to result from the making of any Utilisation.


 


(b)                              No event or circumstance is outstanding which constitutes a default
under any other agreement or instrument which is binding on it or any of its
Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject
which is reasonably likely to have a Material Adverse Effect.


 


17.12              No
misleading information


 


(a)                               Any factual information provided by or on behalf of any member of
the Group for the purposes of the Information Memorandum was true and accurate
in all material respects as at the date it was provided or as at the date (if
any) at which it is stated.


 


(b)                              The financial projections contained in the Information Memorandum
have been prepared on the basis of recent historical information and on the basis
of reasonable assumptions.


 


(c)                               Nothing has occurred or been omitted from the Information Memorandum
and no information has been given or withheld that results in the information
contained in the Information Memorandum being untrue or misleading in any
material respect.


 


17.13              Financial
statements


 


(a)                               Its Original Financial Statements were prepared in accordance with
GAAP consistently applied.


 


(b)                              Its Original Financial Statements fairly represent its, and its
consolidated, financial condition and operations as at the end of and for the
relevant financial year.


 


(c)                               There has been no material adverse change in its business or
financial condition (or the business or consolidated financial condition of the
Group) since the date of its unaudited consolidated financial statements for
the financial year ended 31 December 2008.


 


(d)                              There will be no material difference between the unaudited
consolidated financial statements of the Group for the financial year ended 31 December 2008
and the audited consolidated financial statements of the Group for the
financial year ended 31 December 2008.


 


17.14              Pari
passu ranking


 


Its payment obligations under the Finance
Documents rank at least pari passu
with the claims of all its other unsecured and unsubordinated creditors, except
for obligations mandatorily preferred by law applying to companies generally.


 


17.15              No
proceedings pending or threatened


 


Other than the UMC Litigation, no litigation,
arbitration or administrative proceedings of or before any court, arbitral body
or agency (including but not limited to, investigative 


 


42

















 


proceedings) have, to the best of its
knowledge and belief (after due inquiry), been started or threatened against it
or any of its Significant Subsidiaries which, if adversely determined would be
reasonably likely to have a Material Adverse Effect.


 


17.16              Environmental
laws and licences


 


Except as disclosed in writing to the Agent
before the date hereof, it and each of its Significant Subsidiaries has:


 


(a)                               complied with all Environmental Laws to which it may be subject;


 


(b)                              obtained all Environmental Licences required in connection with its
business; and


 


(c)                               complied with the terms of those Environmental Licences,


 


in each case where failure to do so would be
reasonably likely to have a Material Adverse Effect.


 


17.17              Telecommunications
laws and licences


 


(a)                               Each of the Borrower and its Significant Subsidiaries has:


 


(i)                                  complied in all material respects with all Telecommunications Laws
to which it may be subject;


 


(ii)                               obtained all material Telecommunications Authorisations necessary to
conduct its business; and


 


(iii)                            complied in all material respects with the terms of those
Telecommunication Authorisations,


 


in each case other than where failure to do
so would not reasonably be expected to have a Material Adverse Effect.


 


(b)                              There has been no act, omission or event which might reasonably be
expected to give rise to the material amendment, revocation, suspension,
cancellation, withdrawal or termination of any provision of any
Telecommunications Authorisation. To the best of its knowledge and belief
(after due inquiry), no Telecommunications Authorisation is the subject of any
pending or threatened proceedings which, if adversely determined, would
reasonably be expected to have a Material Adverse Effect.


 


17.18              Compliance
with laws


 


Each of the Borrower and its Significant
Subsidiaries is conducting its business and operations in compliance with all
laws and regulations and all directives of any government agency having legal
force applicable or relevant to it, excluding any such non-compliance which
would not reasonably be expected to have a Material Adverse Effect.


 


17.19              No
Immunity


 


(a)                               The execution by the Borrower of the Finance Documents constitutes,
and its exercise of its rights and performance of its obligations thereunder
will constitute, private and commercial activities done and performed for
private and commercial purposes (rather than public and governmental purposes).


 


43

















 


(b)                              In any proceedings taken in the Russian Federation in relation to
the Finance Documents, the Borrower will not be entitled to claim for itself or
any of its assets immunity from suit, execution, attachment or other legal
process.


 


17.20              Role
of Borrower


 


The Borrower is acting as principal and for
its own account and not as an agent or trustee or in any other capacity on
behalf of any other party.


 


17.21              Repetition


 


The Repeating Representations are deemed to
be made by the Borrower by reference to the facts and circumstances then
existing on the date of each Utilisation Request and the first day of each
Interest Period (provided that whenever the representation in paragraph (c) of
Clause 17.3 (Non-conflict with other obligations)
is deemed to be made on a date other than the Signing Date or a Utilisation
Date, the statement “except where the same would not be reasonably likely to
have a Material Adverse Effect” shall qualify the representation in said
paragraph (c)).


 


18                               INFORMATION
UNDERTAKINGS


 


The undertakings in this Clause 18 remain in
force from the date of this Agreement for so long as any amount is outstanding
under the Finance Documents or any Commitment is in force.


 


18.1                     Financial
statements


 


The Borrower shall supply to the Agent in
sufficient copies for all the Lenders:


 


(a)                               as soon as the same become available, but in any event within 180
days after the end of each of its financial years, its audited consolidated and
non-consolidated financial statements for that financial year; and


 


(b)                              as soon as the same become available, but in any event within (i) 60
days after the end of each of its first, second and third financial quarters
and (ii) 90 days after the end of its fourth financial quarter, its unaudited
consolidated and non-consolidated financial statements for that financial
quarter.


 


18.2                     Compliance
Certificate


 


(a)                               The Borrower shall supply to the Agent with each set of financial
statements delivered pursuant to Clause 18.1 (Financial
statements), a Compliance Certificate setting out (in reasonable
detail) computations as to compliance with Clause 19 (Financial covenants) and the amount of
Retained Earnings in accordance with Clause 7.6 (Mandatory
Prepayment — Retained Earnings)  as at the date as at which those financial statements were
drawn up. Each Compliance Certificate shall be signed by an authorised officer
of the Borrower.


 


(b)                              Where a Compliance Certificate is required to be delivered with the
financial statements delivered pursuant to paragraph (a) of Clause 18.1 (Financial statements), it shall be
accompanied by a report from the Borrower’s auditors using a form acceptable to
those auditors.


 


44

















 


18.3                     Requirements
as to financial statements


 


(a)                               Each set of financial statements delivered by the Borrower pursuant
to Clause 18.1 (Financial statements)
shall be certified by an authorised officer of the Borrower as fairly
representing its (or, as the case may be, its consolidated) financial condition
and operations as at the end of and for the period in relation to which those
financial statements were drawn up.


 


(b)                              The Borrower shall procure that each set of consolidated financial
statements delivered pursuant to Clause 18.1 (Financial
statements) is prepared using GAAP
accounting practices and financial reference periods consistent with
those applied in the preparation of the Original Financial Statements unless,
in relation to any set of financial statements, it notifies the Agent that
there has been a change in GAAP, the accounting practices or reference periods
and its auditors deliver to the Agent:


 


(i)                                a description of any change necessary for those financial statements
to reflect the GAAP, accounting practices and reference periods upon which the
Original Financial Statements were prepared; and


 


(ii)                             sufficient information, in form and substance as may be reasonably
required by the Agent, to enable the Lenders to determine whether Clause 19 (Financial covenants) has been complied
with and make an accurate comparison between the financial position indicated
in those financial statements and that the Original Financial Statements;


 


(c)                               Each set of audited financial statements delivered by the Borrower
under Clause 18.1(a) (Financial statements) shall be audited by
an internationally recognised independent qualified firm of auditors.


 


(d)                              Any reference in this Agreement to those consolidated financial
statements shall be construed as a reference to those financial statements
prepared as adjusted to reflect the basis upon which the Original Financial
Statements were prepared.


 


(e)                               The Borrower shall procure that each set of non-consolidated
financial statements delivered pursuant to Clause 18.1 (Financial statements) is prepared using
RAS  accounting practices and
financial reference periods consistent with those applied in the preparation of
the Original RAS Financial Statements unless, in relation to any set of
financial statements, it notifies the Agent that there has been a change in
RAS, the accounting practices or reference periods and it delivers to the
Agent:


 


(i)                                a description of any change necessary for those financial statements
to reflect the RAS, accounting practices and reference periods upon which the
Original RAS Financial Statements were prepared; and


 


(ii)                             sufficient information, in form and substance as may be reasonably
required by the Agent, to enable the Lenders to make an accurate comparison
between the financial position indicated in those financial statements and the
Original RAS Financial Statements.


 


(f)                                 Any reference in this Agreement to those non-consolidated financial
statements shall be construed as a reference to those financial statements
prepared as adjusted to reflect the basis upon which the Original RAS Financial
Statements were prepared.


 


45

















 


18.4                     Information:
miscellaneous


 


The Borrower shall supply to the Agent (in
sufficient copies for all the Lenders, if the Agent so requests):


 


(a)                              all documents dispatched by the Borrower to its shareholders (or any
class of them) or its creditors generally promptly after they are dispatched;


 


(b)                              promptly upon becoming aware of them, the details of any litigation,
arbitration or administrative proceedings which are current, threatened or
pending against any member of the Group, and which would, if adversely
determined, be reasonably likely to have a Material Adverse Effect;


 


(c)                               promptly, such information as may be reasonably requested by the
Agent (including relevant figures from management accounts) to ascertain
whether any Subsidiary of the Borrower falls within paragraph (d) of the
definition of “Significant Subsidiary”; and


 


(d)                              promptly, such further information regarding the financial
condition, business and operations of any member of the Group as any Finance
Party (through the Agent) may reasonably request.


 


18.5                     Notification
of Default and prepayment


 


(a)                               The Borrower shall notify the Agent of any Default (and the steps,
if any, being taken to remedy it) or any event which will or could reasonably
be expected to result in an obligation to make a prepayment of the Loan under
Clause 7 (Prepayment and cancellation) promptly
upon becoming aware of its occurrence.


 


(b)                              Promptly upon a request by the Agent, the Borrower shall supply to
the Agent a certificate signed by two of its directors or senior officers on
its behalf certifying that no Default is continuing (or if a Default is
continuing, specifying the Default and the steps, if any, being taken to remedy
it) or that no event which will or could reasonably be expected to result in an
obligation to make a prepayment of the Loan under Clause 7 (Prepayment and cancellation) has occurred or could
reasonably be expected to occur.


 


18.6                     Know
your customer checks


 


(a)                               If:


 


(i)                                 the introduction of or any change in (or in the interpretation,
administration or application of) any law or regulation made after the date of
this Agreement;


 


(ii)                               any change in the status of the Borrower after the date of this
Agreement; or


 


(iii)                          a proposed assignment or transfer by a Lender of any of its rights
and obligations under this Agreement to a party that is not a Lender prior to
such assignment or transfer,


 


obliges the Agent or any Lender (or, in the
case of paragraph (iii) above, any prospective new Lender) to comply with “know
your customer” or similar identification procedures in circumstances where the
necessary information is not already available to it, the Borrower shall
promptly upon the request of the Agent or any Lender supply, or procure the supply
of, such documentation and other evidence as is reasonably requested by the
Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in
the case of the event


 


46














 


described in paragraph (iii) above, on behalf of any prospective
new Lender) in order for the Agent, such Lender or, in the case of the event
described in paragraph (iii) above, any prospective new Lender to carry
out and be satisfied it has complied with all necessary “know your customer” or
other similar checks under all applicable laws and regulations pursuant to the
transactions contemplated in the Finance Documents.


 


(b)                              Each Lender shall promptly
upon the request of the Agent supply, or procure the supply of, such
documentation and other evidence as is reasonably requested by the Agent (for
itself) in order for the Agent to carry out and be satisfied it has complied
with all necessary “know your customer” or other similar checks under all
applicable laws and regulations pursuant to the transactions contemplated in
the Finance Documents.


 


18.7                     Use
of websites


 


(a)                               The Borrower may satisfy its
obligation under this Agreement to deliver any information in relation to those
Lenders (the “Website Lenders”) who accept this
method of communication by posting this information onto an electronic website
designated by the Borrower and the Agent (the “Designated
Website”) if:


 


(i)                                the Agent expressly agrees
(after consultation with each of the Lenders) that it will accept communication
of the information by this method;


 


(ii)                             both the Borrower and the
Agent are aware of the address of and any relevant password specifications for
the Designated Website; and


 


(iii)                          the information is in a format
previously agreed between the Borrower and the Agent.


 


If any Lender (a “Paper Form Lender”)
does not agree to the delivery of information electronically then the Agent
shall notify the Borrower accordingly and the Borrower shall supply the
information to the Agent (in sufficient copies for each Paper Form Lender)
in paper form. In any event the Borrower shall supply the Agent with at least
one copy in paper form of any information required to be provided by it.


 


(b)                              The Agent shall supply each
Website Lender with the address of and any relevant password specifications for
the Designated Website following designation of that website by the Borrower
and the Agent.


 


(c)                               The Borrower shall promptly
upon becoming aware of its occurrence notify the Agent if:


 


(i)                                the Designated Website cannot
be accessed due to technical failure;


 


(ii)                             the password specifications
for the Designated Website change;


 


(iii)                          any new information which is
required to be provided under this Agreement is posted onto the Designated
Website;


 


(iv)                         any existing information which
has been provided under this Agreement and posted onto the Designated Website
is amended; or


 


(v)                            the Borrower becomes aware
that the Designated Website or any information posted onto the Designated
Website is or has been infected by any electronic virus or similar software.


 


If the Borrower notifies the Agent under paragraph (c)(i) or
paragraph (c)(v) above, all information to be provided by the Borrower
under this Agreement after the date of that 


 


47

















 


notice shall be supplied in paper form unless and until the Agent and
each Website Lender is satisfied that the circumstances giving rise to the
notification are no longer continuing.


 


(d)                              Any Website Lender may
request, through the Agent, one paper copy of any information required to be
provided under this Agreement which is posted onto the Designated Website. The
Borrower shall comply with any such request within ten Business Days.


 


19                               FINANCIAL
COVENANTS


 


The financial undertakings in this Clause 19 shall remain in force from
the Signing Date for so long as any amount is outstanding under the Finance
Documents or any Commitment is in force.


 


19.1                     Financial
condition


 


The Borrower shall ensure that:


 


(a)                             The ratio of Total Debt as at
the end of any Relevant Period to OIBDA in respect of such Relevant Period will
not exceed 3:1; and


 


(b)                            the ratio of OIBDA to Interest
Expense in respect of any Relevant Period will not be less than 5:1.


 


19.2                     Financial
covenant calculations


 


Total Debt, OIBDA and Interest Expense shall be calculated and
interpreted on a consolidated basis in accordance with the GAAP applicable to
the Original Financial Statements of the Borrower and shall be expressed in
Dollars.


 


19.3                     Definitions


 


In this Clause 19.3:


 


“Total Debt” means, as at
any particular time, the aggregate outstanding principal, capital or nominal
amount (and any fixed or minimum premium payable on prepayment or redemption)
of the Financial Indebtedness of members of the Group (other than any
indebtedness referred to in paragraph (g) of the definition of Financial
Indebtedness and any guarantee or indemnity in respect of that indebtedness).


 


For this purpose, any amount outstanding or repayable in a currency
other than Dollars shall on that day be taken into account in its Dollars
equivalent at the rate of exchange that would have been used had an audited
consolidated balance sheet of the Group been prepared as at that day in
accordance with the GAAP applicable to the Original Financial Statements of the
Borrower.


 


“OIBDA” means, in relation
to any Relevant Period, the total consolidated net income of the Group for that
Relevant Period:


 


(a)                             before taking into account the
charge or credit to the profit and loss account in respect of:


 


(i)                                  minority interests;


 


(ii)                               income tax;


 


48

















 


(iii)                            non-operating income less
non-operating expenses;


 


(iv)                           the Group’s share in the net
income (or loss) of any associated companies or undertakings;


 


(v)                              Interest Expense;


 


(vi)                           interest income; and


 


(vii)                        currency exchange and
translation (gains)/losses; and


 


(b)                               after adding back all amounts
provided for depreciation and amortisation for that Relevant Period,


 


multiplied
by two,


 


as determined (except as needed to reflect the terms of this Clause 19)
from the financial statements of the Group and Compliance Certificates
delivered under Clause 18.1 (Financial
statements) and Clause 18.2 (Compliance
Certificate).


 


“Interest Expense” means,
in relation to any Relevant Period, the aggregate amount of interest and any
other finance charges (whether or not paid, payable or capitalised) accrued by
the Group in that Relevant Period in respect of Total Debt including:


 


(a)                             the interest element of
leasing and hire purchase payments;


 


(b)                            commitment fees, commissions,
arrangement fees and guarantee fees; and


 


(c)                             amounts in the nature of
interest payable in respect of any shares other than equity share capital,


 


adjusted (but without double counting) by:


 


(i)                                adding back the net amount
payable (or deducting the net amount receivable) by members of the Group in
respect of that Relevant Period under any interest or (so far as they relate to
interest) currency hedging arrangements; and


 


(ii)                             deducting interest income of
the Group in respect of that Relevant Period to the extent freely payable in
cash,


 


multiplied
by two,


 


as determined (except as needed to reflect the terms of this Clause 19)
from the financial statements of the Group and Compliance Certificates
delivered under Clause 18.1 (Financial
statements) and Clause 18.2 (Compliance
Certificate).


 


“Relevant Period” means
each period of 6 consecutive Months ending on the last day of each financial
year and financial quarter of the Borrower.


 


20                               GENERAL
UNDERTAKINGS


 


The undertakings in this Clause 20 remain in force from the date of
this Agreement for so long as any amount is outstanding under the Finance
Documents or any Commitment is in force.


 


20.1                     Authorisations


 


The Borrower shall promptly:


 


49

















 


(a)                             obtain, comply with and do all
that is necessary to maintain in full force and effect; and


 


(b)                            supply certified copies to the
Agent of,


 


any Authorisation required under any law or regulation of its
jurisdiction of incorporation to enable it to perform its obligations under the
Finance Documents and to ensure the legality, validity, enforceability or
admissibility in evidence in its jurisdiction of incorporation of any Finance
Document.


 


20.2                     Compliance
with laws


 


The Borrower shall comply in all respects with all laws to which it may
be subject, if failure so to comply would materially impair its ability to
perform its obligations under the Finance Documents.


 


20.3                     Maintenance
of existence


 


The Borrower shall maintain its corporate existence.


 


20.4                     Negative
pledge


 


(a)                               The Borrower shall not (and
the Borrower shall ensure that no other member of the Group will) create or
permit to subsist any Security over any of its assets.


 


(b)                              The Borrower shall not (and
the Borrower shall ensure that no other member of the Group will):


 


(i)                                sell, transfer or otherwise
dispose of any of its assets on terms whereby they are or may be leased to or
re-acquired by the Borrower or any other member of the Group;


 


(ii)                            sell, transfer or otherwise
dispose of any of its receivables on recourse terms;


 


(iii)                         enter into any arrangement
under which money or the benefit of a bank or other account may be applied,
set-off or made subject to a combination of accounts; or


 


(iv)                         enter into any other
preferential arrangement having a similar effect,


 


in circumstances where the arrangement or transaction is entered into
primarily as a method of raising Financial Indebtedness or of financing the
acquisition of an asset.


 


(c)                               Paragraphs (a) and (b) above
do not apply to Permitted Security.


 


20.5                     Disposals


 


(a)                               The Borrower shall not (and
shall ensure that no other member of the Group will) enter into a single
transaction or a series of transactions (whether related or not and whether
voluntary or involuntary) to sell, lease, transfer or otherwise dispose of any
asset.


 


(b)                              Paragraph (a) above does
not apply to any sale, lease, transfer or other disposal:


 


(i)                                made in the ordinary course of
trading of the disposing entity;


 


(ii)                             of assets in exchange for
other assets comparable or superior as to type, value and quality;


 


50

















 


(iii)                         made from one member of the
Group (other than the Borrower) to another member of the Group;


 


(iv)                         of cash or cash equivalents
for cash or cash equivalents;


 


(v)                            where the book value of such
asset (when aggregated with the book value of each other asset disposed of
under this sub-clause (v)) (in each case as calculated in accordance with GAAP)
does not exceed (x) 10% of the Borrower’s Total Assets in any financial
year of the Borrower and (y) 25% of the Borrower’s Total Assets  during the period starting on the
Signing Date and ending on the date that all amounts outstanding under this
Agreement have been paid in full. At the request of the Agent (any such request
to be made no more than once per calendar quarter, unless a Default is
continuing), the Borrower shall provide a certificate to the Agent setting out
in reasonable detail the book value of any assets disposed of under this
sub-clause (v) (calculated in accordance with GAAP); or


 


(vi)                         involving the transfer of any
or all of the Borrower’s shares in UMC pursuant to the UMC Litigation to a
person that is not a member of the Group (provided that this sub-clause (vi) shall
not in any way prejudice the rights of the Finance Parties under Clause 21.18 (UMC Litigation)).


 


When calculating the Borrower’s Total Assets under sub-clause (v) above
in respect of any financial year, if the annual consolidated balance sheet of
the Borrower for the immediately preceding financial year of the Borrower is
not available, the Borrower’s Total Assets shall until such time as that annual
consolidated balance sheet of the Borrower is available be calculated by
reference to the draft audit report then available for that financial year and
any other evidence reasonably requested by, and reasonably satisfactory to, the
Agent.


 


20.6                     Merger


 


(a)                               The Borrower shall not enter
into or become subject to any consolidation or reorganisation, whether by way
of merger (sliyaniye obschestva),
company accession (prisoedinyeniye
obschestva), company division (razdelenie  obschestva), company separation (vydelyeniye  obschestva),
company transformation (preobrazovaniye
obschestva), company liquidation
(likvidatisya obschestva) or any other
company reorganisation (reorgnizatsiya
obschestva) (as these terms are
construed by applicable Russian law) or otherwise, or any analogous transaction
in any jurisdiction, other than a consolidation or merger with one of its
Subsidiaries where the Borrower is the surviving entity.


 


(b)                              The Borrower shall ensure that
no Significant Subsidiary will enter into or become subject to any
consolidation or reorganisation, whether by way of merger (sliyaniye obschestva), company accession (prisoedinyeniye obschestva), company
division (razdeleyeniey obschestva),
company separation (vydelyeniye obschestva),
company transformation (preobrazovaniye
obschestva), company liquidation
(likvidatsiya obschestva) or any
other company reorganisation (reorganizatsiya
obschestva) (as these terms are construed by applicable Russian law)
or otherwise, or any analogous transaction in any jurisdiction if such
reorganisation or transaction would, in the opinion of the Agent (acting
reasonably), have a Material Adverse Effect.


 


51

















 


20.7                     Change
of business


 


The Borrower shall procure that no substantial change is made to the
general nature of the business of the Borrower or the Group from that carried
on at the Signing Date provided that for the purposes of this Clause 20.7 (Change of business) adding a fixed-line telecommunications
business or retail business connected to the mobile telecommunications business
shall not be considered as a ‘substantial change’ to the extent that it is not
otherwise in breach of this Agreement.


 


20.8                     Conduct
of business


 


The Borrower shall, and shall procure that each of its Significant
Subsidiaries will, conduct its business in all material respects in accordance
with:


 


(a)                             all Telecommunications Laws to
which it is or may become subject;


 


(b)                            all requirements of the
telecommunications regulators of the Russian Federation, Ukraine and any other
jurisdiction where it conducts its business; and


 


(c)                             the terms of all relevant
Telecommunications Authorisations.


 


20.9                     Asset
and Intellectual Property maintenance


 


The Borrower shall, and shall procure that each of its Significant
Subsidiaries will, have and maintain good and marketable title to or valid
leases or licences of, or rights of use relating to, all assets and
Intellectual Property necessary to maintain, develop and operate and otherwise
conduct its business as then being conducted by it and in each case where
failure to do so might reasonably be expected to have a Material Adverse
Effect.


 


20.10              Insurance


 


The Borrower shall (and shall ensure that each other member of the
Group will) maintain insurances on and in relation to its business and assets
with reputable underwriters or insurance companies against those risks, and to
the extent, usually insured against by prudent companies located in the same or
a similar location and carrying on a similar business.


 


20.11               Transactions
with Related Parties


 


(a)                               The Borrower shall not (and
the Borrower shall ensure that no other member of the Group will), directly or
indirectly, enter into or permit to exist any loan or deposit any cash with, or
for the benefit of, any Related Party, unless:


 


(i)                                the terms of such loan or
deposit are no less favourable to such member of the Group than those that
could be obtained in a comparable arm’s length transaction or series of related
transactions with a person that is not a Related Party; or


 


(ii)                             such loan or deposit is made
pursuant to a contract or contracts existing on the Signing Date (excluding any
amendments or modifications thereto after the Signing Date),


 


provided that the aggregate outstanding amount of all such loans and
amounts payable to the Borrower in respect of any such deposits described in
sub-clauses (i) and (ii) above 


 


52

















 


does not, at any time, exceed $100,000,000 or its equivalent in any
other currency or currencies.


 


(b)                              Paragraph (a) above does
not apply to:


 


(i)                                compensation or employee
benefit arrangements with any officer or director of any member of the Group
arising out of any employment contract entered into in the ordinary course of
business; or


 


(ii)                             transactions between members
of the Group.


 


(c)                               For the purposes of this
Agreement, a “Related Party”
means, with respect to any specified person or entity:


 


(i)                                any other person or entity
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified entity; or


 


(ii)                             any other person who is a
director or executive officer of (a) such specified entity or (b) any
entity described in (i) above.


 


For purposes of the definition of “Related
Party” only, “control”
(including, with correlative meanings, the terms “controlling”, “controlled by”
and “under common control with”),
as used with respect to any person or entity, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of such person, whether through the ownership of voting
securities, by agreement or otherwise; provided that beneficial ownership of 10
per cent. or more of any class, or any series of any class, of equity
securities of a person, whether or not voting, shall be deemed to be control.


 


20.12              Restriction on acquisitions


 


(a)                               The Borrower shall not (and
the Borrower shall ensure that no other member of the Group will) establish or
acquire any Subsidiary, acquire any Telecommunications Licence or invest in any
other entity without the consent of the Majority Lenders (such consent not to
be unreasonably withheld), provided that this paragraph (a) of Clause 20.12
shall not apply to any such acquisition or investment where such acquisition or
investment relates to a Subsidiary or entity whose principal business is
telecommunications or the provision of data services or related or ancillary
businesses and the consideration paid by the Borrower or any other member of
the Group in relation to such acquisition or investment, when aggregated with
the consideration paid by the Borrower or any other member of the Group in
relation to each other acquisition or investment in the same financial year
permitted under this paragraph, does not exceed 20 per cent. (or such higher
amount not exceeding 25 per cent. as the Majority Lenders may agree (acting
reasonably)) of the Borrower’s Total Assets.


 


(b)                              Notwithstanding any other
provision of this Agreement, neither the Borrower nor any other member of the
Group shall establish or acquire any Subsidiary, acquire any Telecommunications
Licence or invest in any other entity without the consent of all Lenders where
the consideration paid by the Borrower or other member of the Group in relation
to the acquisition or investment, when aggregated with the consideration paid
by the Borrower or other member of the Group in relation to each other
acquisition or investment in the same financial year permitted under this
Clause 20.12, exceeds 25 per cent. of the Borrower’s Total Assets.


 


53

















 


(c)                               For the purposes of paragraph (d) below
only, “control” means holding,
whether directly or indirectly through any person beneficially (i) more
than 50% of the issued share capital of Comstar, (ii) issued share capital
having the right to cast more than 50% of the votes capable of being cast in
general meetings of Comstar, or (iii) the right to determine the
composition of the majority of the board of directors or equivalent body of
Comstar.


 


(d)                              Notwithstanding any other
provision of this Agreement, neither the Borrower nor any other member of the
Group shall acquire control of Comstar without the prior written consent of the
Simple Majority Lenders or if, at the time of the proposed acquisition, a
Default or an Event of Default is continuing or would reasonably be expected to
occur if such acquisition or investment was made.


 


(e)                               For the avoidance of doubt, if
the Borrower or any other member of the Group does acquire or invest in Comstar
(having obtained the prior consent of the Simple Majority Lenders if required
by paragraph (d) above) the consideration paid by the Borrower or any
other member of the Group in relation to such acquisition or investment shall
be taken into account when determining compliance with paragraphs (a) or (b) above.


 


(f)                                 The consent of the Lenders for
the Borrower or any other member of the Group to acquire or invest in Comstar
under paragraph (d) above must not be unreasonably withheld or made
subject to any material condition (including, without limitation, any condition
relating to the granting of additional roles to the Lenders) and shall not be
withheld unless the pro forma business
plan referred to in paragraph (g) below is not satisfactory to them
(acting reasonably).


 


(g)                              Any Lender will be deemed to
have given its consent 15 Business Days after delivery of the business plan
approved by the CEO and CFO of the Borrower, showing the pro forma
financial condition on a projected basis of the Group including Comstar in
substantially the same level of detail as the MTS Business Plan, by the Agent
to the Lenders (or such longer period as the Borrower and the Agent may agree)
unless consent is expressly withheld by such Lender in compliance with
paragraph (f) above. The Agent shall forward a copy of the business plan
to each Lender on the same day as the Borrower delivers the business plan to
the Agent provided that such business plan is delivered before 09:00 a.m.
on a Business Day. If the business plan is delivered to the Agent after 09:00am
on a Business Day or on a day that is not a Business Day then the business plan
shall be forwarded by the Agent to each Lender on the next Business Day.


 


20.13              Prompt
payment of Taxes


 


The Borrower shall (and shall ensure that each Significant Subsidiary
will) duly pay all Taxes payable by it, other than those taxes (a) which
are being contested in good faith and by appropriate proceedings and in respect
of which adequate reserves or other appropriate provisions have been made; or (b) whose
amount does not exceed $25,000,000 (or its equivalent in any other currency or
currencies).


 


20.14              Pari
passu


 


The Borrower shall, and shall procure that each member of the Group
will, procure that its obligations under the Finance Documents rank at least pari passu with all its other unsecured,
unsubordinated obligations save where such other obligations are mandatorily
preferred by law.


 


54

















 


20.15              Loans
and guarantees


 


(a)                               The Borrower shall not (and
the Borrower shall ensure that no member of the Group will):


 


(i)                                make any loan, or provide any
form of credit or financial accommodation, to any person (including, without
limitation, its employees, shareholders, another member of the Group and any
Affiliate); or


 


(ii)                             give or issue any guarantee,
indemnity, bond or letter of credit to or for the benefit of, or in respect of
liabilities or obligations of, any other person or voluntarily assume any
liability (whether actual or contingent) of any other person (including, in
each case and without limitation, its employees, shareholders, another member
of the Group and any Affiliate).


 


(b)                              The restrictions in this Clause
20.15 do not apply to (a) loans, credits, financial accommodation,
guarantees, indemnities, bonds and letters of credit that are (i) expressly
permitted by the Finance Documents or (ii) for normal trade credit on arm’s
length terms and in the ordinary course of business or (iii) granted to or
for the benefit of, in respect of liabilities or obligations of, any other
person in connection with any investment in or acquisition of an entity the
principal business of which is telecommunications, the provision of data
services or business directly related to telecommunications and/or the
provision of data services (the “Investment Loan”)
where such Investment Loan is granted on arm’s length terms and such investment
or acquisition is for fair market value, provided that the aggregate amount of
such loans, credits, financial accommodation, guarantees, indemnities, bonds
and letters of credit referred to in (i) — (iii) above does not at
any time exceed 10 per cent. of the Borrower’s Total Assets; (b) guarantees
by the Borrower in relation to the obligations of any other member of the
Group; or (c) the arrangements permitted under Clause 20.11 (Transactions with Related Parties), including, for the
avoidance of doubt, any transactions between the members of the Group.


 


20.16              Purpose


 


The Borrower shall apply the proceeds of the Facilities in accordance
with Clause 3.1 (Purpose).


 


20.17              Existing
Facility 1


 


The Borrower shall repay in full all amounts outstanding under the
Existing Facility 1 not later than the date of the first Utilisation of the
Facilities.


 


20.18              Submission
of documents to Passport Bank and tax authorities


 


The Borrower shall comply in all respects with applicable currency
control laws and regulations to which it may be subject in connection with the
entry into, and performance of its obligations under, the Finance Documents and
shall, inter alia, timely submit to the
Passport Bank or, as the case may be, the competent tax authorities, such
documents and other information as may be required from time to time under
Instruction 117-I and applicable currency control laws and regulations for the
purpose of the receipt and making of such payments and for the purpose of the
opening and maintenance of the accounts of the Borrower opened with ING Bank
N.V., London Branch, in accordance with the procedure described therein and in
form and substance satisfactory to the Passport Bank or, as the case may be,
the competent tax authorities.


 


55

















 


20.19              Financial
Indebtedness


 


The Borrower shall not (and the Borrower shall ensure that no other
member of the Group will) incur (or agree to incur) any Financial Indebtedness
the stated purpose of which is to facilitate the ability of the Borrower to declare, pay or
make any dividend or other payment or distribution of any kind on or in respect
of any of its shares or undertake any form of share capital reduction.


 


20.20              Shyam


 


The Borrower shall not (and the Borrower shall ensure that no other
member of the Group will) invest in, provide any financial accommodation to,
make loans to or otherwise engage with Shyam except to permit Shyam to use, by
way of a licence, the brand name “MTS” or as a result of the Borrower’s or such
other member of the Group’s ordinary course trading activities (including the
entering into of “roaming” agreements).


 


21                               EVENTS
OF DEFAULT


 


Each of the events or circumstances set out in Clause 21 is an Event of
Default (save for Clause 21.20 (Acceleration)).


 


21.1                     Non-payment


 


The Borrower does not pay on the due date any amount payable pursuant
to a Finance Document at the place at and in the currency in which it is
expressed to be payable unless:


 


(a)                             its failure to pay is caused
by administrative or technical error; and


 


(b)                            payment is made within three Business
Days of its due date.


 


21.2                     Financial
covenants


 


Any requirement of Clause 19 (Financial
covenants) is not satisfied.


 


21.3                     Other
obligations


 


(a)                               The Borrower does not comply
with any provision of the Finance Documents (other than those referred to in
Clause 21.1 (Non-payment) and
Clause 21.2 (Financial covenants)).


 


(b)                              No Event of Default under
paragraph (a) above will occur if the failure to comply is capable of
remedy and is remedied within 10 Business Days of the Agent giving notice to
the Borrower or the Borrower becoming aware of the failure to comply.


 


21.4                     Misrepresentation


 


Any representation or statement made or deemed to be made by the
Borrower in the Finance Documents or any other document delivered by or on
behalf of the Borrower under or in connection with any Finance Document is or
proves to have been incorrect or misleading in any material respect when made
or deemed to be made, and such representation or statement shall not have been
rendered correct and not misleading within 10 Business Days of the Agent giving
notice to the Borrower or the Borrower becoming aware of the same.


 


56














 


21.5                     Cross
default


 


(a)                               Any single item of Financial
Indebtedness of any member of the Group in an amount exceeding $10,000,000 (or
its equivalent in any other currency or currencies) is not paid when due nor
within any originally applicable grace period.


 


(b)                              Any single item of Financial
Indebtedness of any member of the Group in an amount exceeding $10,000,000 (or
its equivalent in any other currency or currencies) is declared to be or
otherwise becomes due and payable prior to its specified maturity as a result
of an event of default (however described).


 


(c)                               Any single commitment for any
Financial Indebtedness of any member of the Group in an amount exceeding
$10,000,000 (or its equivalent in any other currency or currencies) is
cancelled or suspended by a creditor of any member of the Group as a result of
an event of default (however described).


 


(d)                              Any creditor of any member of
the Group becomes entitled to declare any single item of Financial Indebtedness
of any member of the Group in an amount exceeding $10,000,000 (or its
equivalent in any other currency or currencies) due and payable prior to its
specified maturity as a result of an event of default (however described).


 


(e)                               Any of the events described in
paragraphs (a) to (d) above occurs in relation to any Financial
Indebtedness or commitment for Financial Indebtedness of any amount (including,
for the avoidance of doubt, any amount that is less than $10,000,000 (or its
equivalent in any other currency or currencies)), and the aggregate amount of all
such Financial Indebtedness and commitments for Financial Indebtedness is in
excess of $35,000,000 (or its equivalent in any other currency or currencies).


 


21.6                     Insolvency


 


(a)                               The Borrower or a Significant
Subsidiary is unable or admits its inability to pay its debts as they fall due,
suspends making payments on its debts generally or, by reason of actual or
anticipated financial difficulties, commences negotiations with one or more of
its creditors with a view to rescheduling its indebtedness generally.


 


(b)                              The value of the assets of the
Borrower or a Significant Subsidiary is less than its liabilities (taking into
account contingent and prospective liabilities).


 


(c)                               A moratorium is declared in
respect of the indebtedness of the Borrower or a Significant Subsidiary.


 


21.7                     Insolvency
proceedings


 


Any corporate action or legal proceedings are taken in relation to:


 


(a)                                the bankruptcy, winding-up,
insolvency, dissolution, administration, reorganisation or liquidation of the
Borrower or a Significant Subsidiary, including, but not limited to,
institution of supervision (nablyudenie),
financial rehabilitation (finansovoe
ozdorovlenie), external management (vneshneye
upravlenie) or bankruptcy management (konkursnoye upravlenie) (and such legal proceedings continue
for at least 14 days);


 


(b)                               the suspension of payments or
a moratorium of any indebtedness of the Borrower or a Significant Subsidiary
(and such suspension continues for at least 14 days);


 


57

















 


(c)                                the presentation or filing of
a petition (or similar document) in respect of the Borrower or a Significant
Subsidiary in any court, state arbitration court (arbitrazhnyi sud) or before any other authority in respect
of the bankruptcy, winding-up, insolvency, dissolution, administration,
reorganisation or liquidation of the Borrower or a Significant Subsidiary (and
such petition has not been discharged within 14 days);


 


(d)                               the appointment of a
liquidator (likvidator) or a
liquidation commission (likvidatsionnaya
komissiya), temporary manager (vremenniy
upravlaushiy), administrative manager (administrativniy upravlaushiy), external manager (vneshniy upravlaushiy), bankruptcy manager
(konkursniy upravlaushiy),
receiver, administrator, administrative receiver, compulsory manager or other
similar officer in respect of the Borrower or a Significant Subsidiary or any
of its assets (and such appointment continues for at least 14 days);


 


(e)                                the convening of a meeting of
creditors of the Borrower or a Significant Subsidiary for the purposes of
considering an amicable settlement (as defined in the Russian Insolvency Law);
or


 


(f)                                  the enforcement of any
Security over any asset or assets of the Borrower or a Significant Subsidiary
(unless such enforcement is stayed within 14 days),


 


or any analogous procedure or step is taken in any jurisdiction.


 


21.8                     Creditors’
process


 


Any expropriation, attachment, sequestration, distress or execution
affects any asset or assets of the Borrower or a Significant Subsidiary with a
value in excess of $10,000,000 (or its equivalent in any other currency or
currencies) and is not discharged or stayed within 30 days.


 


21.9                     Judgment


 


The rendering against the Borrower or any Subsidiary of the Borrower of
a judgment, decree or order for the payment of money in an amount in excess of
$10,000,000 (or its equivalent in any other currency or currencies) and the
continuance of any such judgment, decree or order unsatisfied and in effect for
any period of 60 consecutive days without a stay of execution.


 


21.10              Loss
of licence


 


(a)                               Any action results in the
suspension for more than 30 days or the loss, revocation or termination of any
of:


 


(i)                                   the Borrower’s GSM 900 or 1800
licences for the Moscow licence area, the St.Petersburg licence area or the Krasnodar
licence area;


 


(ii)                                the Borrower’s 3G licence for
the Russian Federation licence area; or


 


(iii)                             UMC’s GSM 900 or 1800 licences
for the Ukraine licence area,


 


except where, within 30 days of any such event, the relevant licence is
re-issued on substantially the same terms to any member of the Group (a “Licensed Group Member”) and during the period falling before
such re-issuance there is no material interruption to, or 


 


58

















 


other material adverse effect on, the operations permitted by such
licence as a direct result of such prior loss, revocation or termination.


 


(b)                              Any of the Borrower’s, UMC’s
or a Licensed Group Member’s GSM 900, 1800 or 3G licences are amended (or any
conditions are imposed with respect to any such licence) in a manner that, in
the reasonable opinion of the Majority Lenders, has or is reasonably likely to
have a Material Adverse Effect.


 


(c)                               Any of the Borrower’s or UMC’s
assigned spectrum allocations are reassigned to other users (other than a
Significant Subsidiary of the Borrower), cancelled or otherwise lost, and such
event, in the reasonable opinion of the Majority Lenders, has or is reasonably
likely to have a Material Adverse Effect.


 


(d)                              The Borrower sells, leases or
otherwise transfers any of its GSM 900 or 1800 licences for the Moscow,
St.Petersburg or Krasnodar licence areas or 3G licence for the Russian
Federation licence area.


 


(e)                               Any of the Borrower’s GSM 900
or 1800 licences (other than its GSM 900 and 1800 licences for the Moscow,
St.Petersburg or Krasnodar licence areas) is sold, leased or transferred to any
person that is not (directly or indirectly) a wholly-owned Subsidiary of the
Borrower or subsequently ceases to be (directly or indirectly) a wholly-owned Subsidiary
of the Borrower.


 


(f)


 


(i)                                   Any of the GSM 900 or 1800
licences of a Licensed Group Member is sold, leased or transferred to any
person that is not (directly or indirectly) a wholly-owned Subsidiary of the
Borrower or subsequently ceases to be (directly or indirectly) a wholly-owned
Subsidiary of the Borrower.


 


(ii)                                Sub-clause (i) above does
not apply to the transfer of the GSM 900 or 1800 licences of UMC pursuant to
the UMC Litigation (provided that this sub-clause (ii) shall not in any
way prejudice the rights of the Finance Parties under Clause 21.18 (UMC Litigation)).


 


21.11               Cessation
of business


 


The Borrower or any Significant Subsidiary suspends, ceases or
threatens to suspend or cease to carry on all or a substantial part of its
business.


 


21.12              Expropriation


 


(a)                               By or under the authority of
any government:


 


(i)                                   any seizure, compulsory
acquisition, expropriation, nationalisation or renationalisation is made after
the Signing Date of all or any material part of the assets or shares of (or
other ownership interest in) any member of the Group;


 


(ii)                                the management of any member
of the Group is wholly or partially displaced or the authority of any member of
the Group in the conduct of its business is wholly or partially curtailed; or


 


(iii)                             any member of the Group is
otherwise deprived of, or prevented from exercising ownership or control of,
its material business or assets.


 


59

















 


(b)                              Paragraph (a) above does
not apply to:


 


(i)                                   the transfer of any or all of
the Borrower’s shares in UMC pursuant to the UMC Litigation to a person that is
not a member of the Group (provided that this paragraph (b)(i) shall not
in any way prejudice the rights of the Finance Parties under Clause 21.18 (UMC Litigation)); or


 


(ii)                                the transfer of any or all of:


 


(a)                               the assets (including
licences) held by Bitel; and/or


 


(b)                              the shares in Bitel,


 


pursuant to the Bitel Litigation, to a person that is not a member of
the Group.


 


21.13              Russian
foreign exchange restrictions


 


Any foreign exchange law is enacted or introduced in the Russian
Federation which has the effect of prohibiting, restricting or delaying any
payment by the Borrower or any member of the Group under the Finance Documents.


 


21.14              Moratorium


 


Any moratorium is declared on the payment of any external indebtedness
of the Russian Federation or of Russian residents generally.


 


21.15              Sociopolitical
and economic deterioration


 


The sociopolitical or economic situation in the Russian Federation
deteriorates or an act of war or hostilities, invasion, armed conflict or act
of a foreign enemy, revolution, insurrection or insurgency occurs in, or
involves, the Russian Federation and such event, in the reasonable opinion of
the Majority Lenders, has or is reasonably likely to have a Material Adverse
Effect.


 


21.16              Unlawfulness


 


It is or becomes unlawful for the Borrower to perform any of its
obligations under the Finance Documents.


 


21.17              Repudiation


 


The Borrower repudiates a Finance Document or evinces an intention to
repudiate a Finance Document.


 


21.18              UMC
Litigation


 


The UMC Litigation is adversely determined and, in the reasonable
opinion of the Majority Lenders, such adverse determination has or is
reasonably likely to have a Material Adverse Effect.


 


60

















 


21.19              Material
adverse change


 


The Majority Lenders determine that a Material Adverse Effect exists,
has occurred or is reasonably likely to occur.


 


21.20              Acceleration


 


On and at any time after the occurrence of an Event of Default which is
continuing the Agent may, and shall if so directed by the Majority Lenders, by
notice to the Borrower:


 


(a)                                cancel the Total Commitments
whereupon they shall immediately be cancelled;


 


(b)                               declare that all or part of
the Loans, together with accrued interest, and all other amounts accrued or
outstanding under the Finance Documents be immediately due and payable,
whereupon they shall become immediately due and payable; and


 


(c)                                declare that all or part of
the Loans be payable on demand, whereupon they shall immediately become payable
on demand by the Agent on the instructions of the Majority Lenders.


 


61

















 


SECTION 8

CHANGES TO PARTIES


 


22                               CHANGES
TO THE LENDERS


 


22.1                     Assignments
and transfers by the Lenders


 


(a)                               Subject to this Clause 22, a
Lender (the “Existing  Lender”) may:


 


(i)                                   assign any of its rights; or


 


(ii)                                transfer by novation any of
its rights and obligations,


 


to another bank or financial institution or to a trust, fund or other
entity which is regularly engaged in or established for the purpose of making,
purchasing or investing in loans, securities or other financial assets (the “New Lender”).


 


(b)                              Unless (i) the assignment
or transfer is to an Affiliate of the Existing Lender or to another Lender or (ii) an
Event of Default has occurred, any assignment or transfer occurring after the
Additional Commitments Establishment Date may be made only after notice of the
proposed assignment or transfer has been given to the Borrower.


 


22.2                     Conditions
of assignment or transfer


 


(a)                               An assignment will only be
effective on:


 


(i)                                   receipt by the Agent of
written confirmation from the New Lender (in form and substance satisfactory to
the Agent) that the New Lender will assume the same obligations to the other
Finance Parties as it would have been under if it was an Original Lender; and


 


(ii)                                performance by the Agent of
all “know your customer” or other checks relating to any person that it is
required to carry out in relation to such assignment to a New Lender, the
completion of which the Agent shall promptly notify to the Existing Lender and
the New Lender.


 


(b)                              A transfer will only be
effective if the procedure set out in Clause 22.5 (Procedure for transfer) is complied with.


 


(c)                               For the avoidance of doubt, a Lender may assign any
of its rights, or transfer by novation any of its rights and obligations, under
either Facility or both Facilities.


 


(d)                              If:


 


(i)                                   a Lender assigns or transfers
any of its rights or obligations under the Finance Documents or changes its
Facility Office; and


 


(ii)                                as a result of circumstances
existing at the date the assignment, transfer or change occurs, the Borrower
would be obliged to make a payment to the New Lender or Lender acting through
its new Facility Office under Clause 12 (Tax
gross-up and indemnities) or Clause 13.1 (Increased Costs),


 


then the New Lender or Lender acting through its new Facility Office is
only entitled to receive payment under those Clauses to the same extent as the
Existing Lender or Lender 


 


62

















 


acting through its previous Facility Office would have been if the
assignment, transfer or change had not occurred.


 


(e)                               Each New Lender, by executing
the relevant Transfer Certificate, confirms, for the avoidance of doubt, that
the Agent has authority to execute on its behalf any amendment or waiver that
has been approved by or on behalf of the requisite Lender or Lenders in
accordance with this Agreement on or prior to the date on which the transfer or
assignment becomes effective in accordance with this Agreement and that it is
bound by that decision to the same extent as the Existing Lender would have
been had it remained a Lender.


 


22.3                     Assignment
or transfer fee


 


The New Lender shall, on the date upon which an assignment or transfer
takes effect, pay to the Agent (for its own account) a fee of $1,000.


 


22.4                     Limitation
of responsibility of Existing Lenders


 


(a)                               Unless expressly agreed to the
contrary, an Existing Lender makes no representation or warranty and assumes no
responsibility to a New Lender for:


 


(i)                                   the legality, validity,
effectiveness, adequacy or enforceability of the Finance Documents or any other
documents;


 


(ii)                                the financial condition of the
Borrower;


 


(iii)                             the performance and observance
by the Borrower of its obligations under the Finance Documents or any other
documents; or


 


(iv)                            the accuracy of any statements
(whether written or oral) made in or in connection with any Finance Document or
any other document,


 


and any representations or warranties implied by law are excluded.


 


(b)                              Each New Lender confirms to
the Existing Lender and the other Finance Parties that it:


 


(i)                                   has made (and shall continue
to make) its own independent investigation and assessment of the financial
condition and affairs of the Borrower and its related entities in connection
with its participation in this Agreement and has not relied exclusively on any
information provided to it by the Existing Lender in connection with any
Finance Document; and


 


(ii)                                will continue to make its own
independent appraisal of the creditworthiness of the Borrower and its related
entities whilst any amount is or may be outstanding under the Finance Documents
or any Commitment is in force.


 


(c)                               Nothing in any Finance
Document obliges an Existing Lender to:


 


(i)                                   accept a re-transfer from a
New Lender of any of the rights and obligations assigned or transferred under
this Clause 22; or


 


(ii)                                support any losses directly or
indirectly incurred by the New Lender by reason of the non-performance by the Borrower
of its obligations under the Finance Documents or otherwise.


 


63

















 


22.5                     Procedure
for transfer


 


(a)                               Subject to the conditions set
out in Clause 22.2 (Conditions of assignment
or transfer) a transfer is effected in accordance with paragraph (c) below
when the Agent executes an otherwise duly completed Transfer Certificate
delivered to it by the Existing Lender and the New Lender. The Agent shall,
subject to paragraph (b) below, as soon as reasonably practicable after
receipt by it of a duly completed Transfer Certificate appearing on its face to
comply with the terms of this Agreement and delivered in accordance with the
terms of this Agreement, execute that Transfer Certificate.


 


(b)                              The Agent shall only be
obliged to execute a Transfer Certificate delivered to it by the Existing
Lender and the New Lender once it is satisfied it has complied with all
necessary “know your customer” or other similar checks under all applicable
laws and regulations in relation to the transfer to such New Lender.


 


(c)                               On the Transfer Date:


 


(i)                                   to the extent that in the
Transfer Certificate the Existing Lender seeks to transfer by novation its
rights and obligations under the Finance Documents the Borrower and the
Existing Lender shall be released from further obligations towards one another
under the Finance Documents and their respective rights against one another
under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);


 


(ii)                                the Borrower and the New
Lender shall assume obligations towards one another and/or acquire rights
against one another which differ from the Discharged Rights and Obligations
only insofar as the Borrower and the New Lender have assumed and/or acquired
the same in place of the Borrower and the Existing Lender;


 


(iii)                             the Agent, the Mandated Lead
Arrangers, the New Lender and other Lenders shall acquire the same rights and
assume the same obligations between themselves as they would have acquired and
assumed had the New Lender been an Original Lender with the rights and/or
obligations acquired or assumed by it as a result of the transfer and to that
extent the Agent, the Mandated Lead Arrangers and the Existing Lender shall
each be released from further obligations to each other under the Finance
Documents; and


 


(iv)                            the New Lender shall become a
Party as a “Lender”.


 


22.6                     Copy
of Transfer Certificate to Borrower


 


If requested by the Borrower, the Agent shall, as soon as reasonably
practicable after such request, send to the Borrower a copy of any Transfer
Certificate it has executed.


 


22.7                     Disclosure
of information


 


Any Lender may disclose to any of its Affiliates and any other person:


 


(a)                                to (or through) whom that
Lender assigns or transfers (or may potentially assign or transfer) all or any
of its rights and obligations under this Agreement;


 


(b)                               with (or through) whom that
Lender enters into (or may potentially enter into) any sub-participation in
relation to, or any other transaction under which payments are to be made by
reference to, this Agreement or the Borrower; or


 


64

















 


(c)                                to whom, and to the extent
that, information is required to be disclosed by any applicable law or
regulation,


 


any information about the Borrower, the Group and the Finance Documents
as that Lender shall consider appropriate if, in relation to paragraphs (a) and
(b) above, the person to whom the information is to be given has entered
into a Confidentiality Undertaking. This Clause supersedes any previous
agreement relating to the confidentiality of this information.


 


22.8                     Security
over Lenders’ rights


 


In addition to the other rights provided to Lenders under this Clause
22, each Lender may without consulting with or obtaining consent from the Borrower,
at any time charge, assign or otherwise create Security in or over (whether by
way of collateral or otherwise) all or any of its rights under any Finance
Document to secure obligations of that Lender including, without limitation:


 


(a)                                any charge, assignment or
other Security to secure obligations to a federal reserve or central bank
(including, without limitation, a United States Federal Reserve Bank); and


 


(b)                               in the case of any Lender
which is a fund, any charge, assignment or other Security granted to any
holders (or trustee or representatives of holders) of obligations owed, or
securities issued, by that Lender as security for those obligations or
securities,


 


except that no such charge, assignment or Security shall:


 


(i)                                  release a Lender from any of
its obligations under the Finance Documents or substitute the beneficiary of
the relevant charge, assignment or other Security for the Lender as a party to
any of the Finance Documents; or


 


(ii)                               require any payments to be
made by the Borrower or grant to any person any more extensive rights than
those required to be made or granted to the relevant Lender under the Finance
Documents.


 


22.9                     Transfer
to Related Parties


 


Neither the Borrower nor any Related Party of the Borrower that is not
a member of the Group may buy, purchase, repurchase or defease any amount of
any of the Facilities or otherwise enter into arrangements having a similar
effect including (for the avoidance of doubt) sub-participations, derivative
arrangements or synthetic arrangements.


 


22.10              Disenfranchisement
of Debt Purchase Transactions entered into by Related Parties


 


(a)                                For so long as (i) a
member of the Group (other than the Borrower) beneficially owns a Commitment or
(ii) has entered into a Debt Purchase Transaction and such agreement or
arrangement has not been terminated:


 


(i)                                  in ascertaining the Simple
Majority Lenders, the Majority Lenders, the Super Majority Lenders or all of
the Lenders or whether any given percentage of the Total Commitments has been
obtained to approve any 


 


65

















 


request for a
consent, waiver, amendment or other vote under this Agreement such Commitment
shall be deemed to be zero; and


 


(ii)                               for the purposes of Clause
33.2 (Exceptions), a member of the Group (other
than the Borrower) or the person with whom it has entered into such
sub-participation, other agreement or arrangement shall be deemed not to be a
Lender (unless in the case of a person not being a member of the Group it is a
Lender by virtue otherwise than by beneficially owning the relevant
Commitment).


 


(b)                               Each Lender shall, unless such
Debt Purchase Transaction is an assignment or transfer, promptly notify the
Agent if it knowingly enters into a Debt Purchase Transaction with a member of
the Group (other than the Borrower), such notification to include the amount of
Commitment to which the Debt Purchase Transaction relates whereupon the Agent
shall be entitled to notify the Lenders thereof.


 


(c)                                A member of the Group (other
than the Borrower) that is a Lender agrees that, in relation to any meeting or
conference call to which all the Lenders are invited to attend or participate,
it shall not attend or participate in the same if so requested by the Agent nor
shall it be entitled to receive any communication between the Finance Parties.


 


23                               CHANGES
TO THE BORROWER


 


The Borrower may not assign any of its rights or transfer any of its
rights or obligations under the Finance Documents.


 


66














 


SECTION 9

THE FINANCE PARTIES


 


24                               ROLE
OF THE AGENT AND THE MANDATED LEAD ARRANGERS


 


24.1                     Appointment
of the Agent


 


(a)                               Each other Finance Party
appoints the Agent to act as its agent under and in connection with the Finance
Documents.


 


(b)                              Each other Finance Party
authorises the Agent to exercise the rights, powers, authorities and
discretions specifically given to it under or in connection with the Finance
Documents together with any other incidental rights, powers, authorities and
discretions.


 


24.2                     Duties
of the Agent


 


(a)                               The Agent shall promptly
forward to a Party the original or a copy of any document which is delivered to
the Agent for that Party by any other Party.


 


(b)                              Except where a Finance
Document specifically provides otherwise, the Agent is not obliged to review or
check the adequacy, accuracy or completeness of any document it forwards to
another Party.


 


(c)                               If the Agent receives notice
from a Party referring to this Agreement, describing a Default and stating that
the circumstance described is a Default, it shall promptly notify the Finance
Parties.


 


(d)                              If the Agent is aware of the
non-payment of any principal, interest, commitment fee or other fee payable to
a Finance Party (other than the Agent or the Mandated Lead Arrangers) under
this Agreement it shall promptly notify the other Finance Parties.


 


(e)                               The Agent’s duties under the
Finance Documents are solely mechanical and administrative in nature.


 


24.3                     Role
of the Mandated Lead Arrangers


 


Except as specifically provided in the Finance Documents, the Mandated
Lead Arrangers have no obligations of any kind to any other Party under or in
connection with any Finance Document.


 


24.4                     No
fiduciary duties


 


(a)                               Nothing in this Agreement
constitutes the Agent or the Mandated Lead Arrangers as a trustee or fiduciary
of any other person.


 


(b)                              Neither the Agent nor any
Mandated Lead Arranger shall be bound to account to any Lender for any sum or
the profit element of any sum received by it for its own account.


 


67

















 


24.5                     Business
with the Group


 


The Agent and the Mandated Lead Arrangers may accept deposits from,
lend money to and generally engage in any kind of banking or other business
with any member of the Group.


 


24.6                     Rights
and discretions of the Agent


 


(a)                               The Agent may rely on:


 


(i)                                   any representation, notice or
document believed by it to be genuine, correct and appropriately authorised;
and


 


(ii)                                any statement made by a
director, authorised signatory or employee of any person regarding any matters
which may reasonably be assumed to be within his knowledge or within his power
to verify.


 


(b)                              The Agent may assume, unless
it has received notice to the contrary in its capacity as agent for the
Lenders, that:


 


(i)                                   no Default has occurred
(unless it has actual knowledge of a Default arising under Clause 21.1 (Non-payment)); and


 


(ii)                                any right, power, authority or
discretion vested in any Party or the Majority Lenders, Majority Facility A
Lenders, Majority Facility B Lenders or Lenders has not been exercised.


 


(c)                               The Agent may engage, pay for
and rely on the advice or services of any lawyers, accountants, surveyors or
other experts.


 


(d)                              The Agent may act in relation
to the Finance Documents through its personnel and agents.


 


(e)                               The Agent may disclose to any
other Party any information it reasonably believes it has received as agent
under this Agreement.


 


(f)                                 Notwithstanding any other
provision of any Finance Document to the contrary, neither the Agent nor any
Mandated Lead Arranger is obliged to do or omit to do anything if it would or
might in its reasonable opinion constitute a breach of any law or regulation or
a breach of a fiduciary duty or duty of confidentiality.


 


24.7                     Majority
Lenders’ instructions


 


(a)                               Unless a contrary indication
appears in a Finance Document, the Agent shall (i) exercise any right,
power, authority or discretion vested in it as Agent in accordance with any
instructions given to it by the Majority Lenders (or, if so instructed by the
Majority Lenders, refrain from exercising any right, power, authority or
discretion vested in it as Agent) and (ii) not be liable for any act (or
omission) if it acts (or refrains from taking any action) in accordance with an
instruction of the Majority Lenders.


 


(b)                              Unless a contrary indication
appears in a Finance Document, any instructions given by the Majority Lenders
will be binding on all the Finance Parties.


 


(c)                               The Agent may refrain from
acting in accordance with the instructions of the Majority Lenders (or, if
appropriate, the Lenders) until it has received such security as it may require
for any cost, loss or liability (together with any associated VAT) which it may
incur in complying with the instructions.


 


68

















 


(d)                              In the absence of instructions
from the Majority Lenders (or, if appropriate, the Lenders), the Agent may act
(or refrain from taking action) as it considers to be in the best interest of
the Lenders.


 


(e)                               The Agent is not authorised to
act on behalf of a Lender (without first obtaining that Lender’s consent) in
any legal or arbitration proceedings relating to any Finance Document.


 


24.8                     Responsibility
for documentation


 


Neither the Agent nor any Mandated Lead Arranger:


 


(a)                                is responsible for the
adequacy, accuracy and/or completeness of any information (whether oral or
written) supplied by the Agent, the Mandated Lead Arrangers, the Borrower or
any other person given in or in connection with any Finance Document or the
Information Memorandum; or


 


(b)                               is responsible for the
legality, validity, effectiveness, adequacy or enforceability of any Finance
Document or any other agreement, arrangement or document entered into, made or
executed in anticipation of or in connection with any Finance Document.


 


24.9                     Exclusion
of liability


 


(a)                               Without limiting paragraph (b) below,
the Agent will not be liable for any action taken by it under or in connection
with any Finance Document, unless directly caused by its gross negligence or
wilful misconduct.


 


(b)                              No Party (other than the
Agent) may take any proceedings against any officer, employee or agent of the
Agent in respect of any claim it might have against the Agent or in respect of
any act or omission of any kind by that officer, employee or agent in relation
to any Finance Document and any officer, employee or agent of the Agent may
rely on this Clause.


 


(c)                               The Agent will not be liable
for any delay (or any related consequences) in crediting an account with an
amount required under the Finance Documents to be paid by it if it has taken
all necessary steps as soon as reasonably practicable to comply with the
regulations or operating procedures of any recognised clearing or settlement
system used by it for that purpose.


 


(d)                              Nothing in this Agreement
shall oblige the Agent or the Mandated Lead Arrangers to carry out any “know
your customer” or other checks in relation to any person on behalf of any
Lender and each Lender confirms to the Agent and the Mandated Lead Arrangers
that it is solely responsible for any such checks it is required to carry out
and that it may not rely on any statement in relation to such checks made by
the Agent or the Mandated Lead Arrangers.


 


24.10              Lenders’
indemnity to the Agent


 


(a)                               Subject to paragraph (b) below,
each Lender shall (in proportion to its Available Commitments and
participations in the Loans then outstanding to the Available Facilities and
all the Loans then outstanding) indemnify the Agent, within three Business Days
of demand, against any cost, loss or liability incurred by the Agent (otherwise
than by reason of the Agent’s gross negligence or wilful misconduct) in acting
as Agent under the Finance 


 


69

















 


Documents (unless the Agent has been
reimbursed by the Borrower pursuant to a Finance Document).


 


(b)                              If the Available Facilities
are then zero each Lender’s indemnity under paragraph (a) above shall be
in proportion to its Available Commitments to the Available Facilities
immediately prior to their reduction to zero, unless there are then any Loans
outstanding in which case it shall be in proportion to its participations in
the Loans then outstanding to all the Loans then outstanding.


 


24.11               Resignation
of the Agent


 


(a)                               The Agent may resign and
appoint one of its Affiliates acting through an office in the United Kingdom as
successor by giving notice to the other Finance Parties and the Borrower.


 


(b)                              Alternatively the Agent may
resign by giving notice to the other Finance Parties and the Borrower, in which
case the Majority Lenders (after consultation with the Borrower) may appoint a
successor Agent.


 


(c)                               If the Majority Lenders have
not appointed a successor Agent in accordance with paragraph (b) above
within 30 days after notice of resignation was given, the Agent (after
consultation with the Borrower) may appoint a successor Agent (acting through
an office in the United Kingdom).


 


(d)                              The retiring Agent shall, at
its own cost, make available to its successor such documents and records and
provide such assistance as its successor may reasonably request for the purposes
of performing its functions as Agent under the Finance Documents.


 


(e)                               The Agent’s resignation notice
shall only take effect upon the appointment of a successor.


 


(f)                                 Upon the appointment of a
successor, the retiring Agent shall be discharged from any further obligation
in respect of the Finance Documents but shall remain entitled to the benefit of
this Clause 24. Its successor and each of the other Parties shall have the same
rights and obligations amongst themselves as they would have had if such successor
had been an original Party.


 


(g)                              After consultation with the
Borrower, the Majority Lenders may, by notice to the Agent, require it to
resign in accordance with paragraph (b) above. In this event, the Agent
shall resign in accordance with paragraph (b) above.


 


24.12              Confidentiality


 


(a)                               In acting as agent for the
Finance Parties, the Agent shall be regarded as acting through its agency
division which shall be treated as a separate entity from any other of its
divisions or departments.


 


(b)                              If information is received by
another division or department of the Agent, it may be treated as confidential
to that division or department and the Agent shall not be deemed to have notice
of it.


 


24.13              Relationship
with the Lenders


 


(a)                               The Agent may treat each Lender
as a Lender, entitled to payments under this Agreement and acting through its
Facility Office unless it has received not less than five Business Days’ prior
notice from that Lender to the contrary in accordance with the terms of this 


 


70

















 


Agreement. The Agent may treat the person
shown in its records as Lender at the opening of business (in the place of the
Agent’s principal office as notified to the Finance Parties from time to time)
as the Lender acting through its Facility Office entitled to receive and act
upon any notice, request, document or communication or make any decision or
determination under any Finance Document made or delivered on that day, unless
it has received not less than five Business Days’ prior notice from that Lender
to the contrary in accordance with the terms of this Agreement.


 


(b)                              Each Lender shall supply the
Agent with any information required by the Agent in order to calculate the
Mandatory Cost in accordance with Schedule 5 (Mandatory
Cost  formula).


 


(c)                               Any Lender may by notice to
the Agent appoint a person to receive on its behalf all notices,
communications, information and documents to be made or dispatched to that
Lender under the Finance Documents. Such notice shall contain the address, fax
number and (where communication by electronic mail or other electronic means is
permitted under Clause 29.5 (Electronic communication))
electronic mail address and/or any other information required to enable the
sending and receipt of information by that means (and, in each case, the
department or officer, if any, for whose attention communication is to be made)
and be treated as a notification of a substitute address, fax number,
electronic mail address, department and officer by that Lender for the purposes
of Clause 29.2 (Addresses) and paragraph (a)(iii) of
Clause 29.5 (Electronic communication) and the
Agent shall be entitled to treat such person as the person entitled to receive
all such notices, communications, information and documents as though that
person were that Lender.


 


24.14              Credit
appraisal by the Lenders


 


Without affecting the responsibility of the Borrower for information
supplied by it or on its behalf in connection with any Finance Document, each
Lender confirms to the Agent and the Mandated Lead Arrangers that it has been,
and will continue to be, solely responsible for making its own independent
appraisal and investigation of all risks arising under or in connection with
any Finance Document including but not limited to:


 


(a)                                the financial condition,
status and nature of each member of the Group;


 


(b)                               the legality, validity,
effectiveness, adequacy or enforceability of any Finance Document and any other
agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Finance Document;


 


(c)                                whether that Lender has
recourse, and the nature and extent of that recourse, against any Party or any
of its respective assets under or in connection with any Finance Document, the
transactions contemplated by the Finance Documents or any other agreement,
arrangement or document entered into, made or executed in anticipation of,
under or in connection with any Finance Document; and


 


(d)                               the adequacy, accuracy and/or
completeness of the Information Memorandum and any other information provided
by the Agent, any Party or by any other person under or in connection with any
Finance Document, the transactions contemplated by the Finance Documents or any
other agreement, arrangement or document entered into, made or executed in
anticipation of, under or in connection with any Finance Document.


 


71

















 


24.15              Reference
Banks


 


If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender
of which it is an Affiliate) ceases to be a Lender, the Agent shall (in
consultation with the Borrower) appoint another Lender or an Affiliate of a
Lender to replace that Reference Bank.


 


24.16              Deduction
from amounts payable by the Agent


 


If any Party owes an amount to the Agent under the Finance Documents
the Agent may, after giving notice to that Party, deduct an amount not
exceeding that amount from any payment to that Party which the Agent would
otherwise be obliged to make under the Finance Documents and apply the amount
deducted in or towards satisfaction of the amount owed. For the purposes of the
Finance Documents that Party shall be regarded as having received any amount so
deducted.


 


25                               CONDUCT
OF BUSINESS BY THE FINANCE PARTIES


 


No provision of this Agreement will:


 


(a)                                interfere with the right of
any Finance Party to arrange its affairs (tax or otherwise) in whatever manner
it thinks fit;


 


(b)                               oblige any Finance Party to
investigate or claim any credit, relief, remission or repayment available to it
or the extent, order and manner of any claim; or


 


(c)                                oblige any Finance Party to
disclose any information relating to its affairs (tax or otherwise) or any
computations in respect of Tax.


 


26                               SHARING
AMONG THE FINANCE PARTIES


 


26.1                     Payments
to Finance Parties


 


If a Finance Party (a “Recovering
Finance Party”) receives or recovers any amount from the Borrower
other than in accordance with Clause 27 (Payment
mechanics) (a “Recovered Amount”)  and applies that amount to a payment due under the Finance
Documents then:


 


(a)                                the Recovering Finance Party
shall, within three Business Days, notify details of the receipt or recovery to
the Agent;


 


(b)                               the Agent shall determine
whether the receipt or recovery is in excess of the amount the Recovering
Finance Party would have been paid had the receipt or recovery been received or
made by the Agent and distributed in accordance with Clause 27 (Payment mechanics), without taking account
of any Tax which would be imposed on the Agent in relation to the receipt,
recovery or distribution; and


 


(c)                                the Recovering Finance Party
shall, within three Business Days of demand by the Agent, pay to the Agent an
amount (the “Sharing Payment”)
equal to such receipt or recovery less any amount which the Agent determines
may be retained by the Recovering Finance Party as its share of any payment to
be made, in accordance with Clause 27.5 (Partial
payments).


 


72

















 


26.2                     Redistribution
of payments


 


The Agent shall treat the Sharing Payment as if it had been paid by the
Borrower and distribute it between the Finance Parties (other than the
Recovering Finance Party) (the “Sharing
Finance Parties”) in accordance with Clause 27.5 (Partial payments) towards the obligations
of the Borrower to the Sharing Finance Parties.


 


26.3                     Recovering
Finance Party’s rights


 


On a distribution by the Agent under Clause 26.2 (Redistribution
of payments), of a payment received by a Recovering Finance Party
from the Borrower, as between the Borrower and the Recovering Finance Party, an
amount of the Recovered Amount equal to the Sharing Payment will be treated as
not having been paid by the Borrower.


 


26.4                     Reversal
of redistribution


 


If any part of the Sharing Payment received or recovered by a
Recovering Finance Party becomes repayable and is repaid by that Recovering
Finance Party, then:


 


(a)                                each Sharing Finance Party
shall, upon request of the Agent, pay to the Agent for the account of that
Recovering Finance Party an amount equal to the appropriate part of its share
of the Sharing Payment (together with an amount as is necessary to reimburse
that Recovering Finance Party for its proportion of any interest on the Sharing
Payment which that Recovering Finance Party is required to pay) (the “Redistributed Amount”); and


 


(b)                               as between the Borrower and
each relevant Sharing Finance Party, an amount equal to the relevant
Redistributed Amount will be treated as not having been paid by the Borrower.


 


26.5                     Exceptions


 


(a)                               This Clause 26 shall not apply
to the extent that the Recovering Finance Party would not, after making any
payment pursuant to this Clause, have a valid and enforceable claim against the
Borrower.


 


(b)                              A Recovering Finance Party is
not obliged to share with any other Finance Party any amount which the Recovering
Finance Party has received or recovered as a result of taking legal or
arbitration proceedings, if:


 


(i)                                   it notified that other Finance
Party of the legal or arbitration proceedings; and


 


(ii)                                that other Finance Party had
an opportunity to participate in those legal or arbitration proceedings but did
not do so as soon as reasonably practicable having received notice and did not
take separate legal or arbitration proceedings.


 


26.6                     Moratoria,
non-convertibility and transferability


 


Notwithstanding this Clause 26 and any other provision in this
Agreement, each of the Lenders shall have the right to receive and retain,
without any obligation to share with any other party, any Preferred Payment. A “Preferred Payment” shall mean any payment not exceeding the
outstanding Commitment of the relevant Lender received by or for the account of
a Lender in freely convertible and transferable currencies (“Convertible Currencies”) under circumstances in which any
authority having the power to regulate 


 


73

















 


foreign exchange in the Russian Federation or any other jurisdiction
through which any payment due under any of the Finance Documents is made (each,
a “Restricted Country”) is not generally
permitting the conversion of the currency of such Restricted Country into
Convertible Currencies or the remittance of Convertible Currencies from such
Restricted Country, but that Lender is either being exempted from such foreign
exchange restrictions or is otherwise being afforded preferential treatment by
foreign exchange being made available for obligations owed to it in Convertible
Currencies.


 


74

















 


SECTION 10

ADMINISTRATION


 


27                               PAYMENT
MECHANICS


 


27.1                     Payments
to the Agent


 


(a)                               On each date on which the
Borrower or a Lender is required to make a payment under a Finance Document,
the Borrower or Lender shall make the same available to the Agent (unless a
contrary indication appears in a Finance Document) for value on the due date at
the time and in such funds specified by the Agent as being customary at the
time for settlement of transactions in the relevant currency in the place of
payment.


 


(b)                              Payment shall be made to such
account in the principal financial centre of the country of that currency (or,
in relation to euro, in the principal financial centre in a Participating
Member State or London) with such bank as the Agent specifies.


 


27.2                     Distributions
by the Agent


 


Each payment received by the Agent under the Finance Documents for another
Party shall, subject to Clause 27.3 (Distributions
to  the  Borrower) and Clause 27.4 (Clawback), be made available by the Agent
as soon as practicable after receipt to the Party entitled to receive payment
in accordance with this Agreement (in the case of a Lender, for the account of
its Facility Office), to such account as that Party may notify to the Agent by
not less than five Business Days’ notice with a bank in the principal financial
centre of the country of that currency.


 


27.3                     Distributions
to the Borrower


 


The Agent may (with the Borrower’s consent or in accordance with Clause
28 (Set-off)) apply any amount
received by it for the Borrower in or towards payment (on the date and in the
currency and funds of receipt) of any amount due from the Borrower under the
Finance Documents or in or towards purchase of any amount of any currency to be
so applied.


 


27.4                     Clawback


 


(a)                               Where a sum is to be paid to
the Agent under the Finance Documents for another Party, the Agent is not
obliged to pay that sum to that other Party (or to enter into or perform any
related exchange contract) until it has been able to establish to its
satisfaction that it has actually received that sum.


 


(b)                              If the Agent pays an amount to
another Party and it proves to be the case that the Agent had not actually
received that amount, then the Party to whom that amount (or the proceeds of
any related exchange contract) was paid by the Agent shall on demand refund the
same to the Agent together with interest on that amount from the date of
payment to the date of receipt by the Agent, calculated by the Agent to reflect
its cost of funds.


 


75

















 


27.5                     Partial
payments


 


(a)                               If the Agent receives a
payment that is insufficient to discharge all the amounts then due and payable
by the Borrower under the Finance Documents, the Agent shall apply that payment
towards the obligations of the Borrower under the Finance Documents in the
following order:


 


(i)                                   first, in or towards payment
pro rata of any unpaid fees, costs and expenses of the Agent or the Mandated
Lead Arrangers under the Finance Documents;


 


(ii)                                secondly, in or towards
payment pro rata of any accrued interest, fee or commission due but unpaid
under this Agreement;


 


(iii)                             thirdly, in or towards payment
pro rata of any principal due but unpaid under this Agreement; and


 


(iv)                            fourthly, in or towards
payment pro rata of any other sum due but unpaid under the Finance Documents.


 


(b)                              The Agent shall, if so
directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to
(iv) above.


 


(c)                               Paragraphs (a) and (b) above
will override any appropriation made by the Borrower.


 


27.6                     No
set-off by the Borrower


 


All payments to be made by the Borrower under the Finance Documents
shall be calculated and be made without (and free and clear of any deduction
for) set-off or counterclaim.


 


27.7                     Business
Days


 


(a)                               Any payment which is due to be
made on a day that is not a Business Day shall be made on the next Business Day
in the same calendar month (if there is one) or the preceding Business Day (if
there is not).


 


(b)                              During any extension of the
due date for payment of any principal or Unpaid Sum under this Agreement
interest is payable on the principal or Unpaid Sum at the rate payable on the
original due date.


 


27.8                     Currency
of account


 


(a)                               Subject to paragraphs (b) to
(e) below, Dollars is the currency of account and payment for any sum due
from the Borrower under any Finance Document.


 


(b)                              A repayment of a Loan or
Unpaid Sum or a part of a Loan or Unpaid Sum shall be made in the currency in
which that Loan or Unpaid Sum is denominated on its due date.


 


(c)                               Each payment of interest shall
be made in the currency in which the sum in respect of which the interest is
payable was denominated when that interest accrued.


 


(d)                              Each payment in respect of
costs, expenses or Taxes shall be made in the currency in which the costs,
expenses or Taxes are incurred.


 


(e)                               Any amount expressed to be
payable in a currency other than Dollars shall be paid in that other currency.


 


76














 


27.9                     Change
of currency


 


(a)                               Unless otherwise prohibited by
law, if more than one currency or currency unit are at the same time recognised
by the central bank of any country as the lawful currency of that country,
then:


 


(i)                                 any reference in the Finance Documents
to, and any obligations arising under the Finance Documents in, the currency of
that country shall be translated into, or paid in, the currency or currency
unit of that country designated by the Agent (after consultation with the
Borrower); and


 


(ii)                              any translation from one
currency or currency unit to another shall be at the official rate of exchange
recognised by the central bank for the conversion of that currency or currency
unit into the other, rounded up or down by the Agent (acting reasonably).


 


(b)                              If a change in any currency of
a country occurs, this Agreement will, to the extent the Agent (acting
reasonably and after consultation with the Borrower) specifies to be necessary,
be amended to comply with any generally accepted conventions and market
practice in the Relevant Interbank Market and otherwise to reflect the change
in currency.


 


28                               SET-OFF


 


A Finance Party may set off any matured obligation due from the
Borrower under the Finance Documents (to the extent beneficially owned by that Finance
Party) against any matured obligation owed by that Finance Party to the
Borrower, regardless of the place of payment, booking branch or currency of
either obligation. If the obligations are in different currencies, the Finance
Party may convert either obligation at a market rate of exchange in its usual
course of business for the purpose of the set-off.


 


29                               NOTICES


 


29.1                     Communications
in writing


 


Any communication to be made under or in connection with the Finance
Documents shall be made in writing and, unless otherwise stated, may be made by
fax or letter.


 


29.2                     Addresses


 


The address and fax number (and the department or officer, if any, for
whose attention the communication is to be made) of each Party for any
communication or document to be made or delivered under or in connection with
the Finance Documents is:


 


(a)                                in the case of the Borrower,
that identified with its name below;


 


(b)                               in the case of each Lender,
that notified in writing to the Agent on or prior to the date on which it
becomes a Party; and


 


(c)                                in the case of the Agent, that
identified with its name below,


 


or any substitute address, fax number or department or officer as the
Party may notify to the Agent (or the Agent may notify to the other Parties, if
a change is made by the Agent) by not less than five Business Days’ notice.


 


77

















 


29.3                     Delivery


 


(a)                               Any communication or document
made or delivered by one person to another under or in connection with the
Finance Documents will only be effective:


 


(i)                                 if by way of fax, when
received in legible form; or


 


(ii)                              if by way of letter, when it
has been left at the relevant address or five Business Days after being
deposited in the post postage prepaid in an envelope addressed to it at that
address,


 


and, if a particular department or officer is specified as part of its
address details provided under Clause 29.2 (Addresses),
if addressed to that department or officer.


 


(b)                              Any communication or document
to be made or delivered to the Agent will be effective only when actually
received by the Agent and then only if it is expressly marked for the attention
of the department or officer identified with its signature below (or any
substitute department or officer as it shall specify for this purpose).


 


(c)                               All notices from or to the
Borrower shall be sent through the Agent.


 


29.4                     Notification
of address and fax number


 


Promptly upon receipt of notification of an address and fax number or
change of address or fax number pursuant to Clause 29.2 (Addresses) or changing its own address or
fax number, the Agent shall notify the other Parties.


 


29.5                     Electronic
communication


 


(a)                               Any communication to be made
between the Agent and a Lender under or in connection with the Finance
Documents may be made by electronic mail or other electronic means, if the
Agent and the relevant Lender:


 


(i)                                 agree that, unless and until
notified to the contrary, this is to be an accepted form of communication;


 


(ii)                              notify each other in writing
of their electronic mail address and/or any other information required to
enable the sending and receipt of information by that means; and


 


(iii)                           notify each other of any
change to their address or any other such information supplied by them.


 


(b)                              Any electronic communication
made between the Agent and a Lender will be effective only when actually
received in readable form and in the case of any electronic communication made
by a Lender to the Agent only if it is addressed in such a manner as the Agent
shall specify for this purpose.


 


29.6                     English
language


 


(a)                               Any notice given under or in
connection with any Finance Document must be in English.


 


(b)                              All other documents provided
under or in connection with any Finance Document must be:


 


(i)                                   in English; or


 


78

















 


(ii)                              if not in English, and if so
required by the Agent, accompanied by a certified English translation and, in
this case, the English translation will prevail unless the document is a
constitutional, statutory or other official document.


 


30                               CALCULATIONS
AND CERTIFICATES


 


30.1                     Accounts


 


In any litigation or arbitration proceedings arising out of or in
connection with a Finance Document, the entries made in the accounts maintained
by a Finance Party are prima facie evidence of the matters to which they
relate.


 


30.2                     Certificates
and determinations


 


Any certification or determination by a Finance Party of a rate or
amount under any Finance Document is, in the absence of manifest error,
conclusive evidence of the matters to which it relates.


 


30.3                     Day
count convention


 


Any interest, commission or fee accruing under a Finance Document will
accrue from day to day and is calculated on the basis of the actual number of
days elapsed and a year of 360 days or, in any case where the practice in the
Relevant Interbank Market differs, in accordance with that market practice.


 


31                               PARTIAL
INVALIDITY


 


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


 


32                               REMEDIES
AND WAIVERS


 


No failure to exercise, nor any delay in exercising, on the part of any
Finance Party, any right or remedy under the Finance Documents shall operate as
a waiver, nor shall any single or partial exercise of any right or remedy
prevent any further or other exercise or the exercise of any other right or
remedy. The rights and remedies provided in this Agreement are cumulative and
not exclusive of any rights or remedies provided by law.


 


33                               AMENDMENTS
AND WAIVERS


 


33.1                     Required
consents


 


(a)                               Subject to Clause 33.2 (Exceptions) any term of the Finance
Documents may be amended or waived only with the consent of the Majority
Lenders and the Borrower and any such amendment or waiver will be binding on
all Parties.


 


79

















 


(b)                              The Agent may effect, on
behalf of any Finance Party, any amendment or waiver permitted by this Clause.


 


33.2                     Exceptions


 


(a)                               An amendment or waiver that
has the effect of changing or which relates to:


 


(i)                                 the definition of “Majority Lenders”, “Majority Facility A
Lenders”, “Majority  Facility B Lenders”, “Simple  Majority Lenders” or “Super  Majority Lenders” in Clause 1.1 (Definitions);


 


(ii)                              an extension to the date of
payment of any amount under the Finance Documents;


 


(iii)                           a reduction in the Margin or a
reduction in the amount of any payment of principal, interest, fees or
commission payable;


 


(iv)                          an increase in or an extension
of any Commitment;


 


(v)                             a change to the Borrower;


 


(vi)                          any provision which expressly
requires the consent of all the Lenders; or


 


(vii)                       Clause 2.3 (Finance Parties’ rights and obligations),
Clause 22 (Changes to the Lenders),
Clause 26 (Sharing among the Finance Parties)
or this Clause 33,


 


shall not be made without the prior consent of all the Lenders.


 


(b)                              An amendment or waiver which relates
to the rights or obligations of the Agent or the Mandated Lead Arrangers may
not be effected without the consent of the Agent or the Mandated Lead
Arrangers.


 


(c)                               Except where the consent of
all Lenders is required by any Finance Document, an amendment or waiver which
relates solely to the rights or obligations of the Facility A Lenders shall not
be effective without the consent of the Majority Facility A Lenders and shall
not require the consent of any Facility B Lender.


 


(d)                              Except where the consent of
all Lenders is required by any Finance Document, an amendment or waiver which
relates solely to the rights or obligations of the Facility B Lenders shall not
be effective without the consent of the Majority Facility B Lenders and shall
not require the consent of any Facility A Lender.


 


34                               CONFIDENTIALITY


 


34.1                     Confidential
Information


 


Each Finance Party agrees to keep all Confidential Information
confidential and not to disclose it to anyone, save to the extent permitted by
Clause 34.2 (Disclosure of Confidential Information),
and to ensure that all Confidential Information is protected with security
measures and a degree of care that would apply to its own confidential
information.


 


34.2                     Disclosure
of Confidential Information


 


Any Finance Party may disclose:


 


80

















 


(a)                                to any of its Affiliates and
Related Funds and any of its or their officers, directors, employees,
professional advisers, auditors, partners and Representatives such Confidential
Information as that Finance Party shall consider appropriate if any person to
whom the Confidential Information is to be given pursuant to this paragraph (a) is
informed in writing of its confidential nature and that some or all of such
Confidential Information may be price-sensitive information except that there
shall be no such requirement to so inform if the recipient is subject to
professional obligations to maintain the confidentiality of the information or
is otherwise bound by requirements of confidentiality in relation to the
Confidential Information;


 


(b)                               (to any person:


 


(i)                                to (or through) whom it
assigns or transfers (or may potentially assign or transfer) all or any of its
rights and/or obligations under one or more Finance Documents and to any of
that person’s Affiliates, Related Funds, Representatives and professional
advisers;


 


(ii)                             (with (or through) whom it
enters into (or may potentially enter into), whether directly or indirectly,
any sub-participation in relation to, or any other transaction under which
payments are to be made or may be made by reference to, one or more Finance
Documents and/or the Borrower and to any of that person’s Affiliates, Related
Funds, Representatives and professional advisers;


 


(iii)                          (appointed by any Finance
Party or by a person to whom paragraph (b)(i) or (ii) above applies
to receive communications, notices, information or documents delivered pursuant
to the Finance Documents on its behalf (including, without limitation, any
person appointed under paragraph (c) of Clause 24.13 (Relationship
with the Lenders));


 


(iv)                         who invests in or otherwise
finances (or may potentially invest in or otherwise finance), directly or
indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;


 


(v)                            to whom information is required
or requested to be disclosed by any court of competent jurisdiction or any
governmental, banking, taxation or other regulatory authority or similar body,
the rules of any relevant stock exchange or pursuant to any applicable law
or regulation;


 


(vi)                         to whom information is
required to be disclosed in connection with, and for the purposes of, any
litigation, arbitration, administrative or other investigations, proceedings or
disputes;


 


(vii)                      who is a Party; or


 


(viii)                   with the consent of the Borrower;


 


in each case, such Confidential Information as that Finance Party shall
consider appropriate if:


 


(A)                         in
relation to paragraphs (b)(i), (b)(ii) and (b)(iii) above, the person
to whom the Confidential Information is to be given has entered into a
Confidentiality Undertaking except that there shall be no requirement for a
Confidentiality Undertaking if the recipient is a professional adviser and is
subject to 


 


81

















 


professional
obligations to maintain the confidentiality of the Confidential Information;


 


(B)                           in
relation to paragraph (b)(iv) above, the person to whom the Confidential
Information is to be given has entered into a Confidentiality Undertaking or is
otherwise bound by requirements of confidentiality in relation to the
Confidential Information they receive and is informed that some or all of such
Confidential Information may be price-sensitive information;


 


(C)                           in
relation to paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person
to whom the Confidential Information is to be given is informed of its
confidential nature and that some or all of such Confidential Information may
be price-sensitive information except that there shall be no requirement to so
inform if, in the opinion of that Finance Party, it is not practicable so to do
in the circumstances;


 


(c)                                to any person appointed by
that Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above
applies to provide administration or settlement services in respect of one or
more of the Finance Documents including without limitation, in relation to the
trading of participations in respect of the Finance Documents, such
Confidential Information as may be required to be disclosed to enable such
service provider to provide any of the services referred to in this paragraph (c) if
the service provider to whom the Confidential Information is to be given has
entered into a confidentiality agreement substantially in the form of the LMA
Master Confidentiality Undertaking for Use With Administration/Settlement
Service Providers or such other form of confidentiality undertaking agreed
between the Borrower and the relevant Finance Party.


 


34.3                     Entire
agreement


 


This Clause 34 (Confidentiality)
constitutes the entire agreement between the Parties in relation to the
obligations of the Finance Parties under the Finance Documents regarding
Confidential Information and supersedes any previous agreement, whether express
or implied, regarding Confidential Information.


 


34.4                     Inside
information


 


Each of the Finance Parties acknowledges that some or all of the
Confidential Information is or may be price-sensitive information and that the
use of such information may be regulated or prohibited by applicable
legislation including securities law relating to insider dealing and market
abuse and each of the Finance Parties undertakes not to use any Confidential
Information for any unlawful purpose.


 


34.5                     Notification
of disclosure


 


Each of the Finance Parties agrees (to the extent permitted by law and
regulation) to inform the Borrower:


 


(a)                                of the circumstances of any
disclosure of Confidential Information made pursuant to paragraph (b)(v) of
Clause 34.2 (Disclosure of Confidential Information)
except where such disclosure is made to any of the persons referred to in that
paragraph during the ordinary course of its supervisory or regulatory function;
and


 


82

















 


(b)                               upon becoming aware that
Confidential Information has been disclosed in breach of this Clause 34 (Confidentiality).


 


34.6                     Continuing
obligations


 


The obligations in this Clause 34 (Confidentiality)
are continuing and, in particular, shall survive and remain binding on each
Finance Party for a period of twelve months from the earlier of:


 


(a)                              the date on which all amounts
payable by the Borrower under or in connection with this Agreement have been
paid in full and all Commitments have been cancelled or otherwise cease to be
available; and


 


(b)                             the date on which such Finance
Party otherwise ceases to be a Finance Party.


 


35                               COUNTERPARTS


 


Each Finance Document may be executed in any number of counterparts,
and this has the same effect as if the signatures on the counterparts were on a
single copy of the Finance Document.


 


83

















 


SECTION 11

GOVERNING LAW AND ENFORCEMENT


 


36                               GOVERNING
LAW


 


This Agreement and any non-contractual obligations arising out of or in
connection with it are governed by English law.


 


37                               ARBITRATION


 


37.1                     Arbitration


 


Subject to Clause 37.4 (Agent’s option),
any dispute arising out of or in connection with this Agreement (including a
dispute regarding the existence, validity or termination of this Agreement) (a “Dispute”) shall be referred to and finally resolved by
arbitration under the Arbitration Rules (the “Rules”) of the LCIA.


 


37.2                     Procedure
for arbitration


 


(a)                               The arbitral tribunal shall
consist of three arbitrators. The claimant(s), irrespective of number, shall
nominate jointly one arbitrator; the respondent(s), irrespective of number,
shall nominate jointly the second arbitrator; and a third arbitrator, who shall
serve as chairman (who shall be a lawyer currently qualified in England and
Wales and be admitted to the Bar of England and Wales), shall be appointed by
the LCIA within 15 days of the appointment of the second arbitrator.


 


(b)                              In the event the claimant(s) or
the respondent(s) shall fail to nominate an arbitrator within the time
limits specified in the Rules, such arbitrator shall be appointed by the LCIA
within 15 days of such failure. In the event that both the claimant(s) and
the respondent(s) fail to nominate an arbitrator within the time limits
specified in the Rules, all three arbitrators shall be appointed by the LCIA
within 15 days of such failure who shall designate one of them as chairman.


 


(c)                               If all the parties to an
arbitration so agree, there shall be a sole arbitrator appointed by the LCIA
within 15 days of such agreement.


 


(d)                              The seat of arbitration shall
be London, England and the language of the arbitration shall be English.


 


37.3                     Recourse
to courts


 


Save as provided in Clause 37.4 (Agent’s
option), the parties exclude the jurisdiction of the courts under
Sections 45 and 69 of the Arbitration Act 1996.


 


37.4                     Agent’s
option


 


Before an arbitrator has been appointed by a Finance Party to determine
a Dispute, the Agent may (and, if so instructed by the Majority Lenders, shall)
by notice in writing to the Borrower require that all Disputes or a specific
Dispute be heard by a court of law. If the 


 


84

















 


Agent gives such notice, the Dispute to which such notice refers shall
be determined in accordance with Clause 38 (Jurisdiction).


 


38                               JURISDICTION


 


38.1                     Jurisdiction
of English courts


 


(a)                               The courts of England have
exclusive jurisdiction to settle all Disputes.


 


(b)                              The Parties agree that the
courts of England are the most appropriate and convenient courts to settle
Disputes and accordingly no Party will argue to the contrary.


 


(c)                               This Clause 38.1 is for
the benefit of the Finance Parties only. As a result, no Finance Party shall be
prevented from taking proceedings relating to a Dispute in any other courts
with jurisdiction. To the extent allowed by law, the Finance Parties may take
concurrent proceedings in any number of jurisdictions.


 


38.2                     Service
of process


 


Without prejudice to any other mode of service allowed under any
relevant law, the Borrower:


 


(a)                                irrevocably appoints Law
Debenture Corporation, located at the date hereof at 5th Floor, 100 Wood
Street, London EC2V 7EX, England, as its agent for service of process in
relation to any proceedings commenced in accordance with this Agreement; and


 


(b)                               agrees that failure by a
process agent to notify the Borrower of the process will not invalidate the
proceedings concerned.


 


38.3                     Waiver
of immunity


 


The Borrower irrevocably agrees that, should any party take any
proceedings anywhere (whether for an injunction, specific performance, damages
or otherwise), no immunity (to the extent that it may at any time exist,
whether on the grounds of sovereignty or otherwise) from those proceedings,
from attachment (whether in aid of execution, before judgment or otherwise) of
its assets or from execution of judgment shall be claimed by it or on behalf of
it or with respect to its assets, any such immunity being irrevocably waived.
The Borrower irrevocably agrees that it and its assets are, and shall be,
subject to such proceedings, attachment or execution in respect of its
obligations under the Finance Documents.


 


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


 


85

















 


SCHEDULE 1

The Original Lenders


 


	
  Name of Original Lender

  	
   

  	
  Facility A Commitment

  ($)

  	
   

  	
  Facility B Commitment

  (€)

  	
   

  
	
  ABN AMRO Bank N.V.

  	
   

  	
  $

  	
  35,000,000

  	
   

  	
  ––

  	
   

  
	
  Absolut Bank (ZAO)

  	
   

  	
  ––

  	
   

  	
  €

  	
  25,000,000

  	
   

  
	
  Bank of America, N.A.

  	
   

  	
  $

  	
  50,000,000

  	
   

  	
  ––

  	
   

  
	
  BANK OF CHINA (ELUOSI)

  	
   

  	
  $

  	
  9,000,000

  	
   

  	
  ––

  	
   

  
	
  Bank of China (UK) Limited

  	
   

  	
  $

  	
  28,500,000

  	
   

  	
  ––

  	
   

  
	
  Joint-Stock company Banque Société Générale Vostok

  	
   

  	
  ––

  	
   

  	
  €

  	
  12,500,000

  	
   

  
	
  Bayerische Landesbank

  	
   

  	
  ––

  	
   

  	
  €

  	
  25,000,000

  	
   

  
	
  BNP Paribas

  	
   

  	
  ––

  	
   

  	
  €

  	
  25,000,000

  	
   

  
	
  Credit Suisse International

  	
   

  	
  $

  	
  35,000,000

  	
   

  	
  ––

  	
   

  
	
  Export Development Canada

  	
   

  	
  $

  	
  35,000,000

  	
   

  	
  ––

  	
   

  
	
  HSBC Bank plc

  	
   

  	
  $

  	
  35,000,000

  	
   

  	
  ––

  	
   

  
	
  ING Bank N.V., Dublin Branch

  	
   

  	
  ––

  	
   

  	
  €

  	
  77,000,000

  	
   

  
	
  JPMorgan Chase Bank, N.A.

  	
   

  	
  $

  	
  50,000,000

  	
   

  	
  ––

  	
   

  
	
  Société Générale Corporate and Investment Banking
  Paris

  	
   

  	
  ––

  	
   

  	
  €

  	
  12,500,000

  	
   

  
	
  UniCredit Bank Austria AG

  	
   

  	
  ––

  	
   

  	
  €

  	
  12,500,000

  	
   

  
	
  WestLB AG, London Branch

  	
   

  	
  ––

  	
   

  	
  €

  	
  25,000,000

  	
   

  
	
  ZAO UniCredit Bank

  	
   

  	
  $

  	
  17,500,000

  	
   

  	
  ––

  	
   

  
	
  TOTAL:

  	
   

  	
  $

  	
  295,000,000

  	
   

  	
  €

  	
  214,500,000

  	
   

  



 


86














 


SCHEDULE 2

Conditions precedent


 


1                                      The Finance Documents


 


Executed originals of:


 


(a)                              this Agreement;


 


(b)                             each Fee Letter; and


 


(c)                              a management fee letter between the Borrower and the Facility 2
Lenders (as defined in the Existing Facilities Agreement) that are also Lenders
under this Agreement.


 


2                                      The Borrower


 


(a)                               Notarised copies of (i) the Borrower’s duly registered
constitutional documents (including any amendments thereto) and certificates of
registration thereof; (ii) the Borrower’s registration certificate(s) issued
by the competent registration authority; and (iii) an extract from the
Unified State Registry of Legal Entities in relation to the Borrower issued by
the competent tax authority.


 


(b)                              Certified copies of all corporate resolutions necessary to authorise
the Borrower to execute and perform the Finance Documents and any documents
referred to therein and the transactions contemplated thereunder (including but
not limited to any major transaction approvals or interested party transaction
approvals, if applicable).


 


(c)                               Evidence of the authority of the relevant signatories of the
Borrower (including, but not limited to, its Chief Accountant) to execute each
Finance Document to which it is a party and any documents referred to therein
and the transactions contemplated thereunder.


 


(d)                              An original certificate executed on behalf of the Borrower:


 


(i)                                certifying the sample signature and office of each person that
signed the relevant Finance Document and any documents referred to therein and
the transactions contemplated thereunder on behalf of the Borrower and
certifying that such signatories hold the positions in which capacity they
executed such documents; and


 


(ii)                             certifying that each copy document relating to it specified in this
Schedule 2 (Conditions precedent) is correct,
complete and in full force and effect as at a date no earlier than the date of
this Agreement.


 


(e)                               A certificate issued by the in-house legal counsel of the Borrower.


 


3                                      Legal opinions


 


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


 


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


 


87

















 


4                                      Other documents and evidence


 


(a)                               Evidence that the process agent referred to in Clause 38.2 (Service of process) has accepted its appointment.


 


(b)                              The unaudited consolidated financial statements of the Group for the
financial year ended 31 December 2008.


 


(c)                               The Original Financial Statements.


 


(d)                              Certified copy of the balance sheet, prepared under RAS, as of the
latest reporting date (by reference to the date of each Finance Document and
the date of each corporate resolution referred to in paragraph 2(b) above)
for the Borrower showing that Retained Earnings (as defined in Clause 7.6 (Mandatory Prepayment — Retained Earnings))
has not fallen below RUR20,000,000,000.


 


(e)                               Evidence that the fees, costs and expenses then due from the
Borrower pursuant to Clauses 11 (Fees) and 16 (Costs and expenses) have been paid or will be paid by the
date of the first Utilisation of the Facility.


 


(f)                                 Evidence that the Borrower has opened the Dollar Account and the
Euro Account.


 


(g)                              Evidence that:


 


(i)                                 the Borrower has complied or will comply with applicable currency
control laws and regulations in respect of the entry into and performance of
any Finance Document to which it is a party and the opening and maintenance of
the Dollar Account and the Euro Account, providing certified copies of (a) the
transaction passport (passport sdelki)
of the Borrower in relation to the relevant Finance Document (in the form
established by Instruction 117-I or other applicable currency control laws and
regulations, as the case may be) accepted and duly certified by the Passport
Bank and (b) if required by law, the Borrower’s notification to the
competent tax authorities in relation to the Dollar Account and the Euro
Account (in the form established by the applicable laws and regulations) duly
filed with, and received by, such tax authorities; and


 


(ii)                              all necessary documents in relation to the Finance Documents have
been submitted to the Passport Bank in accordance with applicable currency
control laws and regulations in form and substance satisfactory to the Passport
Bank, together with certified copies of any such documents as the Agent may
reasonably require.


 


(h)                             An irrevocable instruction from the Borrower to the Agent to
immediately convert all amounts drawn under Facility B on the date of the first
Utilisation into Dollars.


 


(i)                                 An irrevocable payment instruction from the Borrower to pay all
amounts drawn under Facility A and Facility B on the date of the first
Utilisation (after such amounts under Facility B have been converted into
Dollars) and the Additional Dollars to the agent under the Existing Facilities
Agreement in repayment of the Existing Facility 1.


 


(j)                                 A list of all Significant Subsidiaries.


 


(k)                              The MTS Business Plan.


 


88

















 


SCHEDULE 3

Utilisation Request


 


From:     Mobile
TeleSystems Open Joint Stock Company


 


To:         ING
Bank N.V., London Branch as Agent


 


Dated:


 


Dear Sirs


 


Mobile TeleSystems Open Joint Stock Company — Facility Agreement

dated [•] 2009 (the “Agreement”)


 


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


 


2                                      We wish to borrow a Loan on the following terms:


 


	
  Proposed Utilisation Date:

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

  
	
   

  	
   

  
	
  Facility to be utilised:

  	
  [Facility A]/[Facility B](1)

  
	
   

  	
   

  
	
  Currency of Loan:

  	
  [Dollars/Euro]

  
	
   

  	
   

  
	
  Amount:

  	
  [          ]
  or, if less, the Available Facility

  
	
   

  	
   

  
	
  First Interest Period:

  	
  [3/6 Months]

  



 


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


 


4                                      The proceeds of this Loan should be credited to [·].


 


5                                      This Utilisation Request is irrevocable.


 


Mobile TeleSystems Open Joint Stock Company


 


 




	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Title:    Chief Accountant

  






 






(1) 
Delete as appropriate


 


89

















 


SCHEDULE 4

Selection Notice


 


From:             Mobile
TeleSystems

Open Joint Stock Company


 


To:                          ING Bank N.V., London Branch (as Agent)


 


Dated:


 


Dear Sirs


 


Mobile TeleSystems Open Joint Stock Company – Facility Agreement

dated [•] 2009 (the
“Agreement”)


 


1                                      We refer to the Agreement. This is a Selection Notice. Terms defined
in the Agreement have the same meaning in this Selection Notice unless given a
different meaning in this Selection Notice.


 


2                                      We refer to the following [Loan[s] with an] Interest Period ending
on
[                    ]*:


 


3                                      We request that the next Interest Period for the [above] Loan is
[                    ].


 


4                                      This Selection Notice is irrevocable.


 


Yours faithfully


 


 


 


for and on behalf of

Mobile TeleSystems 

Open Joint Stock Company


 


 


	
  By:

  	
  By:

  
	
   

  	
   

  
	
  Name:

  	
  Name:

  
	
   

  	
   

  
	
  Title:

  	
  Title: Chief Accountant

  



 


90

















 


SCHEDULE 5

Mandatory Cost formula


 


1                                      The Mandatory Cost is an addition to the interest rate to compensate
Lenders for the cost of compliance with (a) the requirements of the Bank
of England and/or the Financial Services Authority (or, in either case, any
other authority which replaces all or any of its functions) or (b) the
requirements of the European Central Bank.


 


2                                      On the first day of each Interest Period (or as soon as possible
thereafter) the Agent shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender, in accordance with
the paragraphs set out below. The Mandatory Cost will be calculated by the
Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in
proportion to the percentage participation of each Lender in the relevant Loan)
and will be expressed as a percentage rate per annum.


 


3                                      The Additional Cost Rate for any Lender lending from a Facility
Office in a Participating Member State will be the percentage notified by that
Lender to the Agent. This percentage will be certified by that Lender in its
notice to the Agent to be its reasonable determination of the cost (expressed
as a percentage of that Lender’s participation in all Loans made from that
Facility Office) of complying with the minimum reserve requirements of the
European Central Bank in respect of loans made from that Facility Office.


 


4                                      The Additional Cost Rate for any Lender lending from a Facility
Office in the United Kingdom will be calculated by the Agent as follows:


 


(a)                               in relation to a Sterling Loan:


 


	
   

  

  	
   

  	
   

  per cent.
  per annum

   

  



 


(b)                            in relation to a Loan in any currency other than sterling:


 


	
   

  

  	
   

  	
   

  per cent.
  per annum

   

  



 


Where:


 


A.                               is the percentage of Eligible Liabilities (assuming these to be in
excess of any stated minimum) which that Lender is from time to time required
to maintain as an interest free cash ratio deposit with the Bank of England to
comply with cash ratio requirements.


 


B.                               is the percentage rate of interest (excluding the Margin and the
Mandatory Cost and, if the Loan is an Unpaid Sum, the additional rate of
interest specified in paragraph (a) of Clause 8.3 (Default
interest)) payable for the relevant Interest Period on the Loan.


 


C.                               is the percentage (if any) of Eligible Liabilities which that Lender
is required from time to time to maintain as interest bearing Special Deposits
with the Bank of England.


 


D.                               is the percentage rate per annum payable by the Bank of England to
the Agent on interest bearing Special Deposits.


 


91

















 


E.                                 is designed to compensate Lenders for amounts payable under the Fees
Rules and is calculated by the Agent as being the average of the most
recent rates of charge supplied by the Reference Banks to the Agent pursuant to
paragraph 7 below and expressed in pounds per £1,000,000.


 


5                                      For the purposes of this Schedule:


 


(a)                              “Eligible Liabilities” and “Special Deposits” have the meanings given to them from time
to time under or pursuant to the Bank of England Act 1998 or (as may be
appropriate) by the Bank of England;


 


(b)                             “Fees Rules” means the rules on
periodic fees contained in the FSA Supervision Manual or such other law or
regulation as may be in force from time to time in respect of the payment of
fees for the acceptance of deposits;


 


(c)                              “Fee Tariffs” means the fee tariffs
specified in the Fees Rules under the activity group A.1 Deposit acceptors
(ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but
taking into account any applicable discount rate); and


 


(d)                             “Tariff Base” has the meaning given
to it in, and will be calculated in accordance with, the Fees Rules.


 


6                                      In application of the above formulae, A, B, C and D will be included
in the formulae as percentages (i.e. 5 per cent. will be included in the
formula as 5 and not as 0.05). A negative result obtained by subtracting D from
B shall be taken as zero. The resulting figures shall be rounded to four
decimal places.


 


7                                      If requested by the Agent, each Reference Bank shall, as soon as
practicable after publication by the Financial Services Authority, supply to
the Agent, the rate of charge payable by that Reference Bank to the Financial
Services Authority pursuant to the Fees Rules in respect of the relevant
financial year of the Financial Services Authority (calculated for this purpose
by that Reference Bank as being the average of the Fee Tariffs applicable to
that Reference Bank for that financial year) and expressed in pounds per
£1,000,000 of the Tariff Base of that Reference Bank.


 


8                                      Each Lender shall supply any information required by the Agent for
the purpose of calculating its Additional Cost Rate. In particular, but without
limitation, each Lender shall supply the following information on or prior to
the date on which it becomes a Lender:


 


(a)                                the jurisdiction of its Facility Office; and


 


(b)                               any other information that the Agent may reasonably require for such
purpose.


 


Each Lender shall promptly notify the Agent
of any change to the information provided by it pursuant to this paragraph.


 


9                                      The percentages of each Lender for the purpose of A and C above and
the rates of charge of each Reference Bank for the purpose of E above shall be
determined by the Agent based upon the information supplied to it pursuant to
paragraphs 7 and 8 above and on the assumption that, unless a Lender notifies
the Agent to the contrary, each Lender’s obligations in relation to cash ratio
deposits and Special Deposits are the same as those of a typical bank from its
jurisdiction of incorporation with a Facility Office in the same jurisdiction
as its Facility Office.


 


92

















 


10                               The Agent shall have no liability to any person if such
determination results in an Additional Cost Rate which over or under
compensates any Lender and shall be entitled to assume that the information
provided by any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8
above is true and correct in all respects.


 


11                                The Agent shall distribute the additional amounts received as a
result of the Mandatory Cost to the Lenders on the basis of the Additional Cost
Rate for each Lender based on the information provided by each Lender and each
Reference Bank pursuant to paragraphs 3, 7 and 8 above.


 


12                               Any determination by the Agent pursuant to this Schedule in relation
to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable
to a Lender shall, in the absence of manifest error, be conclusive and binding
on all Parties.


 


13                               The Agent may from time to time, after consultation with the
Borrower and the Lenders, determine and notify to all Parties any amendments
which are required to be made to this Schedule in order to comply with any
change in law, regulation or any requirements from time to time imposed by the
Bank of England, the Financial Services Authority or the European Central Bank
(or, in any case, any other authority which replaces all or any of its
functions) and any such determination shall, in the absence of manifest error,
be conclusive and binding on all Parties.


 


93














 


SCHEDULE 6

Form of Transfer Certificate


 


To:                            ING
Bank N.V., London Branch as Agent


 


From:               [      ]
(the “Existing Lender”) and [      ]
(the “New Lender”)


 


Dated:


 


Mobile
TeleSystems Open Joint Stock Company – Facility Agreement

dated [·] 2009 (the “Agreement”)


 


1                                      We refer to the
Agreement. This is a Transfer Certificate. Terms defined in the Agreement have
the same meaning in this Transfer Certificate unless given a different meaning
in this Transfer Certificate.


 


2                                      We refer to
Clause 22.5 (Procedure for transfer):


 


(a)                               The Existing Lender and the
New Lender agree to the Existing Lender transferring to the New Lender by
novation all or part of the Existing Lender’s Commitment, rights and
obligations referred to in the Schedule in accordance with Clause 22.5 (Procedure for transfer).


 


(b)                              The proposed Transfer Date is
[          ].


 


(c)                               The Facility Office and
address, fax number and attention details for notices of the New Lender for the
purposes of Clause 29.2 (Addresses)
are set out in the Schedule.


 


3                                      The New Lender
expressly acknowledges the limitations on the Existing Lender’s obligations set
out in paragraph (c) of Clause 22.4 (Limitation
of responsibility of Existing Lenders).


 


4                                      The New Lender
confirms, for the benefit of the Agent and without liability to the Borrower,
that it is:


 


(a)                               [a Qualifying Lender;]


 


(b)                              [not a Qualifying Lender].(2)


 


 


5                                      This Transfer
Certificate may be executed in any number of counterparts and this has the same
effect as if the signatures on the counterparts were on a single copy of this
Transfer Certificate.


 


6                                      This Transfer
Certificate and any non-contractual obligations arising out of or in connection
with it are governed by English law.


 






(2)                               Delete as
applicable – each new Lender is required to confirm which of these two
categories it falls within.


 


94

















 


THE SCHEDULE

Commitment/rights and obligations to be transferred


 


[insert relevant details]


 


[Facility Office address, fax number and attention
details for notices and account details for payments.]


 


	
  [Existing Lender]

  	
   

  	
  [New Lender]

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  By:

  



 


This Transfer Certificate is accepted by the Agent and the Transfer
Date is confirmed as [          ].


 


ING Bank N.V., London Branch


 


By:


 


95

















 


SCHEDULE 7

Form of Compliance Certificate


 


To:                            ING
Bank N.V., London Branch as Agent


 


From:               Mobile
TeleSystems Open Joint Stock Company


 


Dated:


 


Dear Sirs


 


Mobile
TeleSystems Open Joint Stock Company – Facility Agreement

dated [·] 2009 (the “Agreement”)


 


We refer to the Agreement. This is a Compliance Certificate. Terms
defined in the Agreement have the same meaning in this Compliance Certificate
unless given a different meaning in this Compliance Certificate.


 


1                                      [We confirm that
no Default is continuing.]*


 


2                                      We confirm that
the ratio of Total Debt as at the end of the Relevant Period ending on [·] to OIBDA in
respect of such Relevant Period, was [·].


 


3                                      We confirm that
the ratio of OIBDA to Interest Expense for the Relevant Period ending on [·], was [·].


 


4                                      We confirm that
Retained Earnings as at the end of the Relevant Period ending on [·], was [·].


 


	
  Signed:

  	
   

  	
   

  
	
   

  	
   

  
	
  [Chief Financial Officer] of

  	
   

  
	
  Mobile TeleSystems Open Joint Stock Company

  	
   

  



 






*                                      If this statement
cannot be made, the certificate should identify any Default that is continuing
and the steps, if any, being taken to remedy it.


 


96

















 


SCHEDULE 8


Form of Additional Lender Accession Notice


 


To:                            ING
Bank N.V., London Branch as Agent


 


To:                            Mobile
TeleSystems Open Joint Stock Company as Borrower


 


From:               [          ] (the “Acceding
Additional Lender”)


 


Dated:


 


Mobile
TeleSystems Open Joint Stock Company – Facility Agreement

dated [•] 2009 (the “Agreement”)


 


1                                      We refer to the
Agreement. This is an Additional Lender Accession Notice. Terms defined in the
Agreement have the same meaning in this Additional Lender Accession Notice
unless given a different meaning in this Additional Lender Accession Notice.


 


2                                      We refer to
Clause 2.2 (Additional Commitments):


 


(a)                              The Acceding Additional Lender
agrees to be bound by the terms of the Agreement as [a Facility A Lender]
[and/or] [a Facility B Lender] with [a Facility A Commitment of $[          ] [and/or] [a Facility B Commitment
of €[          ]].


 


(b)                             The Facility Office and
address, fax number and attention details for notices of the Acceding
Additional Lender for the purposes of Clause 29.2 (Addresses) are set out in the Schedule.


 


3                                      The Acceding
Additional Lender expressly acknowledges the limitations on the Existing Lender’s
obligations set out in paragraph (c) of Clause 22.4 (Limitation
of responsibility of Existing Lenders).


 


4                                      The Acceding
Additional Lender confirms, for the benefit of the Agent and without liability
to any Borrower, that it is:


 


(a)                              [a Qualifying Lender;]


 


(b)                             [not a Qualifying Lender].(3)


 


5                                      This Additional
Lender Accession Notice may be executed in any number of counterparts and this
has the same effect as if the signatures on the counterparts were on a single
copy of this Additional Lender Accession Notice.


 


6                                      This Additional
Lender Accession Notice and any non-contractual obligations arising out of or
in connection with it are governed by English law.


 






(3)                               Delete as
applicable – each Acceding Additional Lender is required to confirm which of
these two categories it falls within.


 


97

















 


THE SCHEDULE


Additional Commitments


 


[insert relevant details]


 


[Facility Office address, fax number and attention
details for notices and account details for payments.]


 


[Acceding Additional Lender]


 


By:


 


This Additional Lender Accession Notice is accepted by the Agent and
the Additional Commitments Establishment Date is confirmed as [          ].


 


ING Bank N.V., London Branch


 


By:


 


This Additional Lender Accession Notice is accepted and agreed by the
Borrower.


 


 


	
  By:

  	
   

  	
   

  	
  Date: [      ]

  	
   

  



authorised signatory for


Mobile TeleSystems Open Joint Stock Company


 


98

















 


SCHEDULE 9


Form of Additional Commitment Notice


 


To:                            ING
Bank N.V., London Branch as Agent


 


From:               Mobile
TeleSystems Open Joint Stock Company as Borrower


 


Dated:


 


Dear Sirs


 


Mobile
TeleSystems Open Joint Stock Company – Facility Agreement

dated [•] 2009 (the “Agreement”)


 


1                                      We refer to the
Agreement. This is an Additional Commitment Notice. Terms defined in the
Agreement have the same meaning in this Additional Commitment Notice unless
given a different meaning in this Additional Commitment Notice.


 


2                                      We wish to
establish Additional Commitments on the following terms:


 


(a)                                Requested
Amount:                                  $[•]
and/or €[•]


 


(b)


 


	
  Proposed Additional

  Lender

  	
   

  	
  Proposed Additional

  Commitment for Facility A

  ($)

  	
   

  	
  Proposed Additional

  Commitment for Facility B

  (€)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


3                                      We confirm that:


 


(a)                                no Default has occurred and is
continuing or would reasonably be expected to occur as a result of borrowing
the Requested Amount; and


 


(b)                               borrowing the Requested Amount
would not cause any borrowing or similar limit binding on the Borrower to be
exceeded.


 


4                                      This Additional
Commitment Notice may be executed in any number of counterparts and this has
the same effect as if the signatures on the counterparts were on a single copy
of this Additional Commitment Notice.


 


5                                      This Additional
Commitment Notice and any non-contractual obligations arising out of or in
connection with it are governed by English law.


 


	
  By:

  	
   

  	
   

  	
   

  	
   

  



 


authorised signatory for

Mobile TeleSystems Open Joint Stock Company


 


99

















 


This Additional Commitment Notice is accepted by the Agent and the
Additional Commitments Establishment Date is confirmed as [        ].


 


ING Bank N.V., London Branch


 


By:


 


100














 


The Borrower


 


Mobile
TeleSystems Open Joint Stock Company


 


	
  Address:

  	
  Ul. Vorontsovskaya 8, Bld. 4,

  
	
   

  	
  109004 Moscow, Russian Federation

  
	
   

  	
   

  
	
  Fax No:

  	
  +7 495 223 2168

  
	
   

  	
   

  
	
  Attention:

  	
  Alexey Kaurov

  
	
   

  	
  Head of Corporate Finance Department

  



 


 


	
  By:

  	
  ALEKSEY Y. KAUROV

  	
   

  	
  By:

  	
  IRINA R. BORISENKOVA

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Aleksey Y. Kaurov

  	
   

  	
  Name:

  	
  Irina R. Borisenkova

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Director of Corporate Finance

  	
   

  	
  Title:

  	
  Chief Accountant

  



 


 


The
Mandated Lead Arrangers


 


	
  ABN AMRO Bank N.V.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  M. ELLIFF

  	
   

  	
  By:

  	
  REID PAYNE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  M. Elliff

  	
   

  	
  Name:

  	
  Reid Payne

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Managing Director

  	
   

  	
  Title:

  	
  Executive Director

  



 


 


	
  Absolut Bank (ZAO)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  OLEG SKVORTSOV 

  	
   

  	
  By:

  	
  OLGA PRIGORNITSKAYA 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Oleg
  Skvortsov

  	
   

  	
  Name:

  	
  Olga
  Prigornitskaya

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Deputy Chairman of the Management Board 

  	
   

  	
  Title:

  	
  Chief Accountant

  



 


 


	
  Banc of America Securities Limited

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  KATE DAVEY

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Kate Davey

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Senior Vice President

  	
   

  	
   

  	
   

  



 


 


	
  BANK OF CHINA (ELUOSI)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  ZHAO LIANJIE

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Zhao Lianjie

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  President

  	
   

  	
   

  	
   

  



 

















 


	
  Bank of China (UK) Limited

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  C.F. LI

  	
   

  	
  By:

  	
  D. PASSMORE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  C.F. Li

  	
   

  	
  Name:

  	
  D. Passmore

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Chief Lending Officer

  	
   

  	
  Title:

  	
  Head of Corporate Banking

  



 


 


	
  Joint-Stock company Banque Société
  Générale Vostok

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  PIERRE-YVES GRIMAUD

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Pierre-Yves Grimaud

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  General Director

  	
   

  	
   

  	
   

  



 


 


	
  Bayerische Landesbank

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  DIETMAR LEIPOLD

  	
   

  	
  By:

  	
  ALBERT BILLER

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Dietmar Leipold

  	
   

  	
  Name:

  	
  Albert Biller

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  First Vice President

  	
   

  	
  Title:

  	
  First Vice President

  



 


 


	
  BNP Paribas

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  SIMON ALLOCCA

  	
   

  	
  By:

  	
  FRANCOIS ARTIGNAN

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Simon ALLOCCA

  	
   

  	
  Name:

  	
  Francois Artignan

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Head of Non-French Origination 

  	
   

  	
  Title:

  	
  Head of Media and Telecom Finance, Europe &
  Asia

  



 


 


	
  Credit Suisse International

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  ADRIAN WALKER

  	
   

  	
  By:

  	
  JAVIER CALDEIRO

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Adrian Walker

  	
   

  	
  Name:

  	
  Javier Caldeiro

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Director

  	
   

  	
  Title:

  	
  Managing Director

  



 


 


	
  Export Development Canada

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  BRIAN CRAIG

  	
   

  	
  By:

  	
  BASSAM HAMMOUD

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Brian Craig

  	
   

  	
  Name:

  	
  Bassam Hammoud

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Senior Financing Manager

  	
   

  	
  Title:

  	
  Senior Associate

  



 


 


	
  HSBC Bank plc

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  DAVID STENT

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  David Stent

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Director

  	
   

  	
   

  	
   

  



 

















 


	
  ING Bank N.V.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  OLIVER BLOUNT

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Olivier Blount

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Managing Director

  	
   

  	
   

  	
   

  



 


 


	
  J.P. Morgan plc

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  FRANCES SMITH

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Frances Smith

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Executive Director

  	
   

  	
   

  	
   

  



 


 


	
  Société Générale Corporate and
  Investment Banking Paris

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  OLIVIER ROYER

  	
   

  	
  By:

  	
  DENIS STAS-DE-RICHELLE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Olivier Royer

  	
   

  	
  Name:

  	
  Denis Stas-De-Richelle

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Managing Director – EMEA Leveraged & 

  	
   

  	
  Title:

  	
  Global Head of Export Finance

  
	
  Media Telecom Finance

  	
   

  	
   

  	
   

  



 


 


	
  UniCredit Bank Austria AG

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  OLIVER BLOUNT

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Oliver Blount

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Authorised Attorney

  	
   

  	
   

  	
   

  



 


 


	
  WestLB AG, London Branch

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  DAVID PEPPER

  	
   

  	
  By:

  	
  ADA CERNE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  David Pepper

  	
   

  	
  Name:

  	
  Ada Cerne

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Authorised Signatory

  	
   

  	
  Title:

  	
  Authorised Signatory

  



 


 


	
  ZAO UniCredit Bank

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  TATIANA P. KONDRATIEVA

  	
   

  	
  By:

  	
  NATALIA KH. KALSHAEVA

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Tatiana P. Kondratieva

  	
   

  	
  Name:

  	
  Natalia Kh. Kalshaeva

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Head of Financing

  	
   

  	
  Title:

  	
  Head of Corporate Lending

  



 

















 


The
Original Lenders


 


	
  ABN AMRO Bank N.V. 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  M. ELLIFF

  	
   

  	
  By:

  	
  REID PAYNE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  M. Elliff

  	
   

  	
  Name:

  	
  Reid Payne

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Managing Director

  	
   

  	
  Title:

  	
  Executive Director

  



 


 


	
  Absolut Bank (ZAO)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  OLEG SKVORTSOV 

  	
   

  	
  By:

  	
  OLGA PRIGORNITSKAYA 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Oleg
  Skvortsov

  	
   

  	
  Name:

  	
  Olga
  Prigornitskaya

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Deputy Chairman of the Management Board

  	
   

  	
  Title:

  	
  Chief Accountant

  



 


 


	
  Bank of America, N.A.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  KATE DAVEY

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Kate Davey

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Senior Vice President

  	
   

  	
   

  	
   

  



 


 


	
  BANK OF CHINA (ELUOSI)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  ZHAO LIANJIE

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Zhao Lianjie

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  President

  	
   

  	
   

  	
   

  



 


 


	
  Bank of China (UK) Limited

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  C.F. LI

  	
   

  	
  By:

  	
  D. PASSMORE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  C.F. Li

  	
   

  	
  Name:

  	
  D. Passmore

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Chief Lending Officer

  	
   

  	
  Title:

  	
  Head of Corporate Banking

  



 


 


	
  Joint-Stock company Banque Société
  Générale Vostok

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  PIERRE-YVES GRIMAUD

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Pierre-Yves Grimaud

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  General Director

  	
   

  	
   

  	
   

  



 

















 


	
  Bayerische Landesbank

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  DIETMAR LEIPOLD

  	
   

  	
  By:

  	
  ALBERT BILLER

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Dietmar Leipold

  	
   

  	
  Name:

  	
  Albert Biller

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  First Vice President

  	
   

  	
  Title:

  	
  First Vice President

  



 


 


	
  BNP Paribas

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  SIMON ALLOCCA

  	
   

  	
  By:

  	
  FRANCOIS ARTIGNAN

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Simon Allocca

  	
   

  	
  Name:

  	
  Francois Artignan

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Head of Non-French Origination 

  	
   

  	
  Title:

  	
  Head of Media and Telecom Finance, Europe &
  Asia

  



 


 


	
  Credit Suisse International

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  ADRIAN WALKER

  	
   

  	
  By:

  	
  JAVIER CALDEIRO

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Adrian Walker

  	
   

  	
  Name:

  	
  Javier Caldeiro

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Director

  	
   

  	
  Title:

  	
  Managing Director

  



 


 


	
  Export Development Canada

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  BRIAN CRAIG

  	
   

  	
  By:

  	
  BASSAM HAMMOUD

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Brian Craig

  	
   

  	
  Name:

  	
  Bassam Hammoud

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Senior Financing Manager

  	
   

  	
  Title:

  	
  Senior Associate

  



 


 


	
  HSBC Bank plc

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  DARRYLL COATES

  	
   

  	
  By:

  	
  VARSHA SHARAN

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Darryll Coates

  	
   

  	
  Name:

  	
  Varsha Sharan

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Manager, Emerging Markets

  	
   

  	
  Title:

  	
  Assistant Manager

  



 


 


	
  ING Bank N.V., Dublin Branch

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  AIDAN NEILL

  	
   

  	
  By:

  	
  EMMA CONDON

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Aidan Neill

  	
   

  	
  Name:

  	
  Emma Condon

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Director

  	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
  J.P. Morgan Chase Bank, N.A.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  FRANCES SMITH

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Frances Smith

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Executive Director

  	
   

  	
   

  	
   

  



 


 


	
  Société Générale Corporate and
  Investment Banking Paris

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  OLIVIER ROYER

  	
   

  	
  By:

  	
  DENIS STAS-DE-RICHELLE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Olivier Royer

  	
   

  	
  Name:

  	
  Denis Stas-De-Richelle

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Managing Director – EMEA Leveraged & 

  	
   

  	
  Title:

  	
  Global Head of Export Finance

  
	
  Media Telecom Finance

  	
   

  	
   

  	
   

  



 


 


	
  UniCredit Bank Austria AG

   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  OLIVER BLOUNT

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Oliver Blount

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Authorised Attorney

  	
   

  	
   

  	
   

  



 


 


	
  WestLB AG, London Branch

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  DAVID PEPPER

  	
   

  	
  By:

  	
  ADA CERNE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  David Pepper

  	
   

  	
  Name:

  	
  Ada Cerne

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Authorised Signatory

  	
   

  	
  Title:

  	
  Authorised Signatory

  



 


 


	
  ZAO UniCredit Bank

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  TATIANA P. KONDRATIEVA

  	
   

  	
  By:

  	
  NATALIA KH. KALSHAEVA

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Tatiana P. Kondratieva

  	
   

  	
  Name:

  	
  Natalia Kh. Kalshaeva

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Head of Financing

  	
   

  	
  Title:

  	
  Head of Corporate

  



 

















 


The
Agent


 


ING Bank N.V., London Branch


	
   

  	
   

  
	
  Address:

  	
  60 London Wall

  
	
   

  	
  London EC2M 5TQ

  
	
   

  	
   

  
	
  Fax:

  	
  +44 207 767 7324

  
	
   

  	
   

  
	
  Attention:

  	
  Sally Hayward/Lorna Fleming

  
	
   

  	
  Loans Agency

  



 


 


	
  By:

  	
  OLIVER BLOUNT

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Oliver Blount

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Managing Director