Exhibit 4.6


 


LOAN  AGREEMENT
NO.  250/08-V


 


	
  Moscow

  	
  dated December 30, 2008

  



 


Gasprombank (Open Joint Stock Company) hereinafter referred to as “the Bank” represented by
Andrey Igorjevich Akimov, Chairman of the Board, acting on the basis of the
Charter, on the one part, and Mobile TeleSystems Open
Joint Stock Company hereinafter referred to as “the Borrower”
represented by Mikhail Valerievich Shamolin, President and CEO, acting on the
basis of the Charter, on the other part, jointly referred to as “Parties”, have
agreed as follows:


 


1. SUBJECT  OF  THE  AGREEMENT


 


1.1. The Bank shall provide a loan of EUR
300,000,000.00 (Three Hundred Million) to the Borrower subject to the procedure
and conditions set forth herein, with the period of loan up to and including June 30,
2011 and 12% interest on outstanding debt per annum.


 


The principal shall be repaid on or after December 24,
2009 according to the schedule below:


 


·                  EUR
100,000,000.00 (One Hundred Million) at least on December 24, 2009;


·                  EUR
100,000,000.00 (One Hundred Million) at least on December 24, 2010;


·                  EUR
100,000,000.00 (One Hundred Million) at least on June 30, 2011.


 


1.2. The Borrow shall pay to the Bank the loan
account keeping (loan account operations) fee (hereinafter, the fee) in the
amount of 2.0% (Two Percent) on outstanding debt per annum.


 


1.3. The loan shall be granted to the Borrower to
finance its business.


 


The Borrower is forbidden to use the provided funds
for the following purposes:


 


·                  repayment of its obligations to third-party banks;


·                  repayment of its obligations under loan agreements concluded with the
Bank;


·                  repayment of loan indebtedness to other legal and natural persons;


·                  granting loans to third parties;


·                  purchase and payment of bills (except for bills issued by Gasprombank
(Open Joint Stock Company), Bank of Russia, the Ministry of Finance of Russia);


·                  purchase and payment of equity securities (except for securities issued
Gasprombank (Open Joint Stock Company), Bank of Russia, the Ministry of Finance
of Russia);


·                  purchase from the Bank of property received, as compensation for release
from obligations, as a result of termination of obligations under previously
granted loans and,


·                  investments into equity capital of other legal entities including to buy
shares in the secondary market.


 


2. LOAN TERMS AND PROCEDURE


 


2.1. The Bank shall
credit the loan amount to the Borrower’s account No. 
 40702978000000004460 with Gasprombank (Open Joint Stock Company) at least
on December 31, 2008.


 


2.2. The Bank may refuse to grant the loan to the
Borrower, fully or partially, if there are circumstances that expressly
indicate that the amount provided to the Borrower will not be repaid by the
specified due date.


 


2.3. The Borrower may refuse to receive the loan,
fully and partially, and in that case it shall be obliged to notify the Bank in
writing at least two (2) business days before the date of provision of the
loan set out in Item 2.1 hereof.


 


3. LOAN  CHARGE


 


3.1. The
payment of interest for the first month of loan disbursement, as from the date
of provision of funds and through the last calendar day of the month, shall be
made at least on the last business day of the month in which the loan was
provided. The payment of interest for the second month of loan disbursement,
for the period beginning on the first day of the month and ending on and
including the 25th day of
the month, shall be made at least on the 25th day of the month. Hereafter, the payment of
interest for loan disbursement, for the period beginning on the 26th day of the month preceding the current month
and ending and including the 25th day of the current month shall be made by the 


 


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Borrower on a monthly basis,
at least on the 25th day of
the current month, and the payment of interest for the last incomplete month of
loan disbursement shall be made simultaneously with the final repayment of the
principal at least at the end of the loan disbursement period set out in Item
1.1 hereof. The interest shall be charged and paid during (within) the actual
loan disbursement period.


 


3.2. The interest rate on outstanding debt
may be revised by the Bank in its reasonable discretion, including due to
change in the refinancing rate of the Bank of Russia. In this case, the Bank
shall send to the Borrower, by courier, wire transfer or fax (fax number of the
Borrower:
+7 495                         ),
a notification of its intention to change the interest rate. This notification
must be reviewed by the Borrower immediately, and if the Borrower does not
agree with the proposed interest rate, it shall repay the loan within five (5) business
days following the date of notification. The non-repayment of the loan during
the specified time period shall be deemed a ground for change in the interest
rate from the date of expiration of the five-day period mentioned above.


 


The non-receipt by the Borrower of the
notification of change in interest rate sent by the Bank following the
procedure set out herein cannot serve as a ground for a claim against the Bank.


 


3.3. For the purpose of timely and proper
performance of obligations to repay the loan and charged interest, the Borrower
shall grant to the Bank the right to direct debiting from settlement account No. 40702810100000004460
and current foreign currency accounts No. 40702840400000004460 and No. 40702978000000004460
opened with the Bank, as from the loan repayment date (Item 1.1 hereof), the
dates of payment of charged interest and fees (Items 1.2, 3.1 and 4.3.1 hereof)
and also in case of occurrence of the right to claim an early payment of the
principle and due interest and fees.


 


In case of conflict
between the currency of the debited account and the currency of the loan, the
Borrower hereby grants to the Bank the right to debit the account, as repayment
of the debt, with the amount equivalent to the amount of liabilities, using the
Bank’s foreign currency exchange rate in effect on the date of said
transaction.


 


3.4. If the Borrower
fails to perform its obligations to repay the principal and/or interest, the
Bank may demand a penalty (fine) payment in the amount of 0.1% (zero point five
percent) of the principal debt amount and payment of interest for each day of
late payment. The penalty shall be charged by the Bank for the period beginning
on the date following the date of the Borrower’s failure to perform its
obligations hereunder and ending on the date of actual repayment of the debt.


 


If the Borrower
fails to pay the fine within two (2) business days from the date of the
notification, the Bank may directly debit the Borrower’s bank account with the
fine amount.


 


3.5. In case of insufficiency of funds necessary
to fully perform the Borrower’s obligations hereunder, the repayment priority
shall be as follows:


 


· late penalty (Item 3.4. hereof);


· fee (Items 1.2., 4.3.1. hereof);


· overdue interest;


· interest due and payable for the current settlement
period;


·
principal.


 


The Bank may
unilaterally change the priority of debts provided for herein and notify the
Bank in writing of that change at least on the business day following the day
on which the decision was made.


 


3.6. All payments
hereunder, including the repayment of the principal, loan interest, fee and
possible fines and penalties, shall be made by the Borrower to Gasprombank
(Open Joint Stock Company) together with an indication of payment details and
the number of this Agreement in the payment document in a mandatory manner.


 


4. RIGHTS AND OBLIGATIONS OF
THE PARTIES


 


4.1. The Bank shall be entitled to:


 


4.1.1. Change
the loan interest rate in accordance with the procedure set out in Item 3.2
hereof.


 


4.1.2. Monitor the intended use of
funds provided under this Agreement, as well as the financial position of the
Borrower, and require that the Borrower provide all necessary documents.


 


4.1.3. Recover the loan amount,
loan interest and fee due and payable, if any of the cases specified below
occurs:


 


· the Borrower failed to perform, fully or partially, its
obligations provided for in Item 3.1. hereof;


· the Borrower is in default of its obligations provided for in Item
4.4. hereof;


 


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· some documents submitted by the Borrower when receiving the loan
or during the loan disbursement period turned out to be untrue; the accounting
doesn’t comply with applicable accounting principles;


· the financial position of the Borrower became worse to the extent
that its ability to perform its obligations hereunder is questioned, including
any third parties’ claims for payment of any amount or recovery of, or demand
for, property, and the amount of such claims threatens the performance of the
Borrower’s loan repayment obligations; bankruptcy procedure initiated against
the Borrower;


· the Borrower is in default of its financial obligations under any
other contracts concluded with the Bank;


· the Borrower decided about its reorganization or liquidation;


· government or local authorities made decisions or take actions
with respect to the Borrower which render impossible the disposal of the
property of the Borrower or continuation of activities of the Borrower;


 


The demand for early recovery shall be forwarded to
the Borrower in writing, specifying the procedure and terms of repayment of
debt.


 


4.2. The Bank shall be obliged to:


 


4.2.1. Provide a loan in the amount and subject to the terms and conditions as
mentioned in this Agreement;


 


4.2.2. Not to collect the indebtedness under the loan before the due date save
as provided for in Item 4.1.3. hereof.


 


4.3. The Borrower shall be entitled to:


 


4.3.1. Repay the loan, fully or
partially, in advance and pay the loan account keeping fee and interest charged
for the actual period of loan disbursement, herewith:


 


The procedure for advanced loan repayment shall be as
follows:


 


· The early repayment is not allowed within the period from the date
of providing the loan through June 29, 2009.


· In case of early repayment of the loan, fully and/or partially,
within the period from June 30, 2009 to December 23, 2009, the
Borrower shall pay, simultaneously with the repayment of the loan, the early
repayment fee in the amount of 2.0% (Two Percent) of the early repaid amount
per annum to be calculated for the period beginning on and including the day of
early repayment and ending on and including December 23, 2009. The Client
shall forward to the Bank corresponding notification on early loan repayment,
fully and/or partially, at least five (5) business days before the
probable date of crediting the principal to the account with the Bank. The  notification  on  early  payment  shall  be  irrevocable.


·  Beginning  from  December 24, 2009, the  Borrower  may  repay  the  loan  in  advance, fully  and/or  partially, provided  that  it  previously  notifies  the  Bank  at  least  five  (5) business  days  before  the  early  repayment. The  early  repayment  fee  shall  not  be  charged.


 


The procedure for payment of the loan account keeping fee and loan interest shall be as
follows:


 


· If the Borrower repays the whole of the loan amount in advance, it
must pay the loan account keeping fee and interest charged for the actual
period of loan disbursement;


· If the Borrower repays a part of the loan amount in advance, it may pay
the interest and loan account keeping fee within the time period specified in
Item 3.1. hereof.


 


4.4. The Borrower shall be obliged to:


 


4.4.1. Repay the loan, interest and
fee thereon within the time limits provided for in this Agreement;


 


4.4.2. Use
the loan only for the purposes provided for in Item 1.3. hereof;


 


4.4.3. Not allow that its financial position becomes worse to the extent that
its ability to perform its obligations hereunder is questioned, including not
allow the presence of records of overdue accounts during more than five (5) days.


 


4.4.4. Furnish to the Bank financial statements (Balance Sheet and Form 2
as of each reporting date; Forms 3, 4, 5 to Annual Accounting Statements;
explanations to financial accounting items which constitute five or more
percent of the balance currency; statement of status of settlements with
all-level budgets; information regarding the status of wage-settlements with
employees; information regarding presence/absence of records of overdue bank
accounts, and other documents as may be 


 


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required
by the Bank), during the whole term of this Agreement, at least on the 15th day of the month following the month in which
financial statements are to be submitted to tax authorities.


 


4.4.5. If the Borrower has settlement/current accounts in other credit
institutions, furnish statements (references) of paying into and out of account
from other banks, specifying the presence    
of records of overdue account and/or liabilities of the Borrower to
banks.


 


4.4.6. Furnish documents, as may be required by the
Bank, necessary to monitor the intended use of funds and the financial position
of the Borrower, including the statement of status of settlements with
all-level budgets issued by tax authorities, information regarding the status
of wage-settlements with employees, calculation of inflow of funds to repay the
indebtedness under the loan, at least within two (2) day after receiving
the request.


 


4.4.7. Immediately inform the Bank of opening of accounts in other credit
institutions during the term of this Agreement and any pecuniary claims made by
third parties exceeding the amount equivalent to USD 10,000,000.00 (Ten Million
US Dollars and 00/100).


 


4.4.8. In
case of decision on reorganization or liquidation of the Borrower, notify the
Bank in writing on the next day after the decision made by an authorized body
and repay the indebtedness under the loan in a manner and within the time limit
specified in the Bank’s notification.


 


4.4.9. Guarantee
monthly receipts to accounts with the Bank, as proceeds of the sale (net loan
turnover) under commission contracts with companies being agents for payment
collection (Evroset OJSC, E-Port CJSC, etc.) and inter-operator settlements
with Vympercom CJSC, Megafon OJSC and other telecom operators, in the total
amount of at least RUR 3,000,000,000.00 (Three Billion Rubles), starting from February 2009.


 


4.4.10. Furnish
to the Bank certified copies of documents (letters and/or supplementary
agreements) confirming the request to MTS OJSC’ contracting parties to effect
settlements through MTS OJSC accounts opened with the Bank under commission
contracts with companies being agents for payment collection (Evroset OJSC,
E-Port CJSC, etc.) and inter-operator settlements with Vympercom CJSC and
Megafon OJSC, at least within forty-five (45) business days following the date
of this Agreement.


 


4.4.11. Furnish
to the Bank a notarized copy of extract from the register of shareholders
(without a request to furnish DEPO account statements of nominal shareholders,
disclosing information about actual shareholders) at least within forty-five
(45) business days following the date of this Agreement.


 


5. MISCELLANEOUS


 


5.1. This  Agreement  shall  come  into  effect  upon  signing.


 


5.2. Any amendments and additions to this
Agreement, and the termination hereof, shall be introduced by supplementary
agreements which shall be deemed an integral part of this Agreement. This
condition doesn’t  apply to the cases
referred to in Items 2.2., 2.3., 3.2., 4.1.3. and 4.3.1. hereof.


 


5.3. Liabilities matured, or which maturity is
not specified or determined by the date of claiming, may be discharged, fully
or partially, by offset of counter claims arising out of other contracts
concluded by the Parties. Herewith, if the claims are expressed in different
currencies, the conversion shall be effected at the exchange rate established
by the Bank of Russia for the date of offset.


 


5.4. Any disputes arising out of this Agreement
shall be settled by the Arbitration Tribunal of Moscow.


 


5.5. In case of change in any details (name,
address, bank details, etc.), each Party must notify the other Party of assumed
changes and furnish duly executed documents to the other Party within three (3) days
after these changes coming into effect.


 


5.6. Any notification or other communication sent
by the Parties to each other under this Agreement shall be made in writing,
signed by an authorized person and forwarded by fax at: 
+7 495                         
(fax number of the Borrower), by courier or wire at the address specified in Section 6
hereof.


 


5.7. These Agreement is
executed in three (3) counterparts, having equal legal effect, one of them
for the Borrower and two for the Bank.


 


6. ADDRESSES AND PAYMENT DETAILS
OF THE PARTIES


 


BANK: Gasprombank (Open Joint
Stock Company), 117420, Moscow, 16, bldg. 1 Nemetkin St.,  INN (Taxpayer Identification Number)
7744001497, correspondent account No.  30101810200000000823 


 


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with OPERU (Operations Department) of Moscow GTU (Main
Territorial Department) of the Bank of Russia, BIC 044525823. DEUTSCHE BANK AG,
FRANKFURT/MAIN, GERMANY SWIFT CODE: DEUTDEFF, account No. 9473836/1000 JSB
GAZPROMBANK(CJSC), SWIFT CODE: GAZPRUMM


 


BORROWER: Mobile TeleSystems Open Joint
Stock Company, 109147, Moscow, 4 Marksistskaya 4, INN 7740000076, settlement account No.  40702810100000004460,
current foreign currency account No. 40702978000000004460 with Gazprombank
(Open Joint Stock Company), BIC 044525823.


 


	
  BANK:

  	
  BORROWER:

  
	
  GPB (OJSC)

  	
  Mobile TeleSystems OJSC

  
	
  Chairman of the Board:

  	
  President and CEO:

  
	
   

  	
   

  
	
   

  	
   

  
	
  A.I. Akimov

  	
   

  	
   

  	
  M.V. Shamolin

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Stamp here

  	
   

  	
   

  	
  Stamp here

  
	
   

  	
   

  
	
  Chief Accountant:

  	
  Chief Accountant:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  I.R. Borisenkova

  	
   

  
						



 


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