Dated 1 August 2008 EXPORT CREDIT AGREEMENT between MOBILE TELESYSTEMS OPEN JOINT STOCK COMPANY as Borrower and SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) as Lender

Exhibit 4.8

EXECUTION COPY

Dated   1 August   2008

EXPORT CREDIT AGREEMENT

between

MOBILE TELESYSTEMS OPEN JOINT STOCK COMPANY

as Borrower

and

SKANDINAVISKA ENSKILDA ▇▇▇▇▇▇ ▇▇ (PUBL)

as Lender

CONTENTS

i

ii

THIS AGREEMENT is dated 1 August 2008 and made between:

(1)                              Mobile Telesystems Open Joint Stock Company, a  company established and existing under the laws of the Russian Federation and having its registered address at ▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, Russian Federation, as borrower (the “Borrower”);

(2)                              SKANDINAVISKA ENSKILDA ▇▇▇▇▇▇ ▇▇ (PUBL) a bank established and existing under the laws of Sweden and having its registered address at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ as lender (the “Lender”)

WHEREAS

The Borrower has concluded three  Contracts  (No. FCP 1036446/1, FCP 1038836 and FCP 1039451) with Ericsson AB, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ (the “Exporter”) for the delivery of telecommunication equipment.

The total contract value of the deliveries that may be made under the Frame Supply Contract amounts to USD320,000,000 (the “Total Contract Value”).

According to the Frame Supply Contract the deliveries were/shall be made thorough the placement of individual purchase orders issued between February 2008 up to and including July 2009.

The Total Contract value is expected to consist of 15% down payments and a portion of 85% to be financed hereunder at the option of the Borrower subject to the agreement of EKN (as defined below) and the Lender.

IT IS AGREED as follows:

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SECTION 1
INTERPRETATION

1                                      DEFINITIONS AND INTERPRETATION

1.1                            Definitions

In this Agreement:

“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.

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

“Availability Period” means in relation to:

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

Tranche 2 and EKN Tranche 2 (which relates to order number FCP 1038836) the period from the first delivery date (as defined in the order no. above) +100 Business Days and ending on a date 11 Months thereafter; and

Tranche 3 and EKN Tranche 3 (which relates to order number FCP 1039451) the period from the first delivery date (as defined in the order no. above) +100 Business Days  and ending on a date  11 Months thereafter.

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

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

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

(a)                       the amount of outstanding Tranches under that Facility; and

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

“Bitel” means Bitel LLC, a limited liability company incorporated in Kirghizia.

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“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).

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

(a)                               the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Tranche or Unpaid Sum to the last day of the current Interest Period in respect of that Tranche 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, Moscow and Stockholm and in relation to any date for payment or purchase of dollars, New York.

“Central Bank” means the Central Bank of the Russian Federation.

“Commitments” means the aggregate of the Equipment Facility Commitments and the EKN Premium Facility Commitments.

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

“Currency Law” means Federal Law No. 173-FZ of 10 December 2003 on Currency Regulation and Currency Control as amended, together with any regulations adopted or issued by the Government of the Russian Federation or the Central Bank pursuant thereto or implementing the provisions thereof.

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“Default” means an Event of Default or any event or circumstance specified in Clause 19 (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.

“EKN” means the Swedish Export Credit Guarantee Board, box 3064, ▇▇-▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

“EKN Conditions” means the general conditions for buyer credit guarantees issued by EKN effective commencing.

“EKN Final Guarantee” means the guarantee granted or to be granted by EKN in favour of the Lender in form and substance satisfactory to the Lender which guarantee shall incorporate the EKN Conditions as may be amended pursuant to such guarantee.

“EKN Premium” means the insurance premium payable in dollars to EKN under the EKN Final Guarantee in respect of the cover provided by EKN under the EKN Final Guarantee.

“EKN Premium Facility” means the Tranches as described in Clause 2.1 (the Facilities).

“EKN Premium Tranche” means a Tranche made or to be made by the Lender under the EKN Premium Facility.

“EKN Premium Tranche Utilisation Request” means a notice substantially in the form set out in Part 1 of Schedule 2(Requests).

“EKN Premium Facility Commitment” means an amount up to not exceeding USD 15,300,000.

“Eligible Goods” means goods supplied by the Supplier pursuant to the terms of the Frame Supply Contract and the Purchase Orders, which are eligible for support under the terms and conditions of the EKN Final Guarantee.

“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);

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(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 applicable to the Borrower 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 Hazardous Substances or health and safety matters.

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

“Equipment Tranche” means a Tranche made or to be made by the Lenders in respect of the Equipment Facility.

“Equipment Tranche Utilisation Request” means a notice substantially in the form set out in Part 2 of Schedule 4 (Requests).

“Equipment Facility” means the Tranches as described in Clause 2.1 (the Facilities).

“Equipment Facility Commitment” means an amount up to not exceeding USD 255,000,000

“Event of Default” means any event or circumstance specified as such in Clause 22 (Events of Default).

“Facility” means the Equipment Facility and the EKN Premium Facility made available under this Agreement as described in Clause 2 (The Facility).

“Facility Office” means the office through which the Lender will perform its obligations under this Agreement.

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“Finance Documents” means this Agreement and the EKN Final Guarantee each other document designated as such by the Lender and the Borrower (and “Finance Document” means any one of them).

“Finance Parties” means the Lender and as applicable EKN (and “Finance Party” means any one of them).

“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;

(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 Termination Date (but excluding any accrued dividends);

(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

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.

“Frame Supply Contract” means contract no. FCP 1036446/1, FCP 1038836and FCP 1039451 between the Borrower and the Supplier concerning the supply of mobile telephone equipment.

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

“Governmental Agency” means any government or any governmental agency, semi-governmental or judicial entity or authority (including, without limitation, any stock exchange or any self-regulatory organisation established under any law or regulation).

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

“Hazardous Substance” means 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.

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

“IFRS” means international accounting standards, international financial reporting standards and related interpretations issued, adopted or amended from time to time by the International Accounting Standards Board as in effect or applicable as at the date hereof.

“Indirect Tax” means any goods and services tax, consumption tax, value added tax or any Tax of a similar nature.

“Initial CP Satisfaction Date” means the date on which the Lender has notified the Borrower that the conditions referred to in subclause 4.1 (Initial conditions precedent) have been satisfied.

“Interest Payment Date” means the last day of an Interest Period applicable to a Tranche.

“Interest Period” means, in relation to a Tranche, 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)          the Lender; and

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(b)         any bank or financial institution, trust, fund or other entity which has become a Lender in accordance with Clause 21 (Changes to the Lenders),

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

“LIBOR” means, in relation to any Tranche:

(a)          the applicable Screen Rate; or

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

as of the 11.00 am on the Quotation Day for the offering of deposits in dollars for a period comparable to the Interest Period of the relevant Tranche.

“LMA” means the Loan Market Association.

“Margin” means 0.225 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 USD330,000,000 or its equivalent in any other currency (including legal fees and associated expenses) in aggregate shall be disregarded.

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“Mean Value Delivery Date” means the date determined (and communicated to the Borrower) by the Lender (in consultation with the Supplier) as the mean value delivery date in respect of all Eligible Goods deliverable under Contract No FCP 1036446/1, FCP 1038836 and FCP 1039451 respectively, which is calculated by the Lender and recognised by EKN as the starting point of credit in respect of each Tranche.

“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.

“Party” means a party to this Agreement.

“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

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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;

(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

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

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secured Financial Indebtedness of the Group does not exceed 10% of the Borrower’s Total Assets.

“Purchase Orders” means the Purchase Orders (as defined in the Frame Supply Contract) referred to in paragraph 4 (e) of Schedule 1 (Initial Conditions Precedent).

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two Business Days before the first day of that period unless market practice differs in the London interbank market, in which case the Quotation Day will be determined by the Lender in accordance with market practice in the London interbank market (and if quotations for that currency and period would normally be given by leading banks in the London 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.

“Reference Banks” means in relation to LIBOR the principal London offices of HSBC Bank Plc and ING Bank N.V. or such other banks as may be designated by the Lender as agreed with the Borrower.

“Relevant Documents” means the Finance Documents, the Frame Supply Contract, the Purchase Orders and/or any other document issued or entered into pursuant thereto.

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

“Repayment Dates” means each date for the payment of a Repayment Instalment (or if such day is not a Business Day, the immediately succeeding Business Day).

“Repayment Instalment” means each instalment for repayment of the Tranches referred to in Clause 6 (Repayment)

“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), 17.11 (No default), 17.10 (Pari Passu Ranking), 17.11 (No proceedings pending or threatened).

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

“Screen Rate” the British Bankers’ Association Interest Settlement Rate for the relevant currency and period displayed on the appropriate page of the Telerate screen. If the agreed page is replaced or service ceases to be available, the Lender may specify another page or service displaying the appropriate rate after consultation with the Borrower and the Lenders.

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

Significant Subsidiary” means 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.

“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.

“Supplier” means Ericsson AB, a limited liability company duly organised under the laws of Sweden, having its head office at SE 164 80 Stockholm.

“Supplier’s Certificate” means a certificate substantially in the form set out in Part 3 of Schedule 2 (Requests).

“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

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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.

“Termination Date” means for each Tranche the date which is 102 Months after the date of the Mean Value Delivery Date for such Tranche.

“Total Commitments” means the aggregate of the Commitments, being USD 270,300,000 at the date of this Agreement.

“Total Equipment Facility Commitments” means an amount of up to USD 255,000,000 which at the date of this Agreement represents less than 85% of the total value of equipment and services to be provided under the Frame Supply Contract which is USD 320,000,000.

“Total EKN Premium Facility Commitments” means an amount of up to USD 15,300,000.

“Tranches” means ▇▇▇▇▇▇▇ ▇, ▇ ▇▇▇ ▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇, ▇ and 3 (and “Tranche” means any one of them) as defined in Clause 2.1.2 and 2.1.4.

“UMC” means Closed Joint Stock Company “Ukrainian Mobile Communications” in 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

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UMC) relating to or arising out of the sale of UMC to the Borrower or the acquisition, reorganization 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 Date” means the date of a Utilisation, being the date on which the relevant Tranche is to be made.

“Utilisation Request” means a EKN Premium Tranche Utilisation Request or an Equipment Tranche Utilisation Request, as the case may be.

“VAT” means value added tax 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 “Lender” 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 or novated;

(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;

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(vi)                          a “person” includes any person, firm, company, corporation, government, state or agency of a state or any association, trust 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 regulatory, self-regulatory or other authority or organisation;

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

(ix)                            a time of day is a reference to Stockholm 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.

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SECTION 2
THE FACILITY

2                                      THE FACILITIES

2.1                            The Facilities

Subject to the terms of this Agreement, the Lender make available to the Borrower:

2.1.1                     the Equipment Facility, being an amount of USD255,000,000 at the date of this Agreement.

2.1.2                     the Equipment Facility is available in the following Tranches:

(a)                    Tranche 1 up to an amount not exceeding USD80,000,000;

(b)                   Tranche 2 up to an amount not exceeding USD80,000,000; and

(c)                    Tranche 3 up to an amount not exceeding USD95,000,000.

2.1.3                     the EKN Premium Facility being an amount of USD15,300,000 at the date of this Agreement.

2.1.4                     the EKN Premium Facility is available in the following Tranches:

(a)                    EKN Tranche 1 up to an amount of not exceeding USD4,800,000;

(b)                   EKN Tranche 2 up to an amount of not exceeding USD4,800,000; and

(c)                    EKN Tranche 3 up to an amount of not exceeding USD5,700,000.

2.2                            EKN override

2.2.1                        Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall oblige the Lender to act (or omit to act) in a manner that is inconsistent with the terms of the EKN Final Guarantee and, in particular:

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(a)                               the Lender shall be authorised to take all such actions as it may deem necessary to ensure that the terms of the EKN Final Guarantee are complied with; and

(b)                              the Lender shall not be obliged to do anything if, in its opinion, to do so could result in a breach of any term of the EKN Final Guarantee.

2.2.2                     Nothing in this Clause 2.2 shall affect the obligations of the Borrower.

3                                      PURPOSE

3.1                            Purpose

The Borrower shall apply all amounts borrowed by it under the Facility as follows:

3.1.1                     by applying the Equipment Facility in payment of the purchase price for equipment purchased in accordance with the Frame Supply Contract but for an aggregate amount not exceeding the Total Equipment Facility Commitment; and

3.1.2                     by applying the EKN Facility in payment of 100 % of the EKN Premium but for an aggregate amount not exceeding the Total EKN Premium Facility Commitment ,

3.2                            Monitoring

The Lender is not bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4                                      CONDITIONS OF UTILISATION

4.1                            Initial conditions precedent

4.1.1                     Subject to subclause 4.1.2 the Borrower may not deliver an Utilisation Request in respect of a Facility unless the Lender has received all of the documents and other evidence listed in and appearing to comply with the requirements of Schedule 1 (Initial conditions precedent) in form and substance satisfactory to the Lender.

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4.1.2       The Borrower may not deliver a Utilisation Request in respect of an Equipment Tranche unless and until the Lender has received a confirmation from the Borrower and the Supplier that the Frame Supply Contract is in full force and effect in form and substance satisfactory to the Lender.

4.1.3       The Lender shall notify the Borrower promptly upon receiving such documents and other evidence specified in this Clause 4.1.

4.2                            Further conditions precedent

The obligations of the Lender hereunder with respect to each Tranche are subject to the further conditions precedent that:

4.2.1       on the date of the Utilisation Request for such Tranche and on the proposed Utilisation Date for such Tranche:

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

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

(c)                               EKN has not advised to the Lender that the making of Tranches should be suspended.

4.2.2       in the case of a Utilisation Request for a EKN Premium Tranche prior to the delivery (or deemed delivery) of the relevant Utilistion Request, the Lender has received from EKN an invoice setting out the amount of the EKN Premium.

4.2.3       in the case of a Utilisation Request for an Equipment Tranche the Lender (prior to the delivery (or deemed delivery) of the relevant Utilisation Request) shall have received, in form and substance satisfactory to it:

(a)                               evidence that the EKN Premium has been paid in full;

(b)                              evidence that the EKN Final Guarantee is in full force and effect and shall apply to all Tranches outstanding hereunder and interest thereon during the period such Tranches are outstanding;

(c)                               in the case of any Tranche to be made pursuant to an Equipment Tranche Utilisation Request, a duly completed and executed Supplier’s Certificate; and

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(d)                              immediately prior to and following the making of the proposed Tranche, the Borrower will have paid to the Supplier in respect of its payment obligations under the Frame Supply Contract, from sources other than Tranches (including the proposed Tranche) made under this Agreement, an amount equal to or in excess of 15% of the aggregate amount of all invoiced amounts due or which have been due (on or prior to the proposed Utilisation Date) under the Frame Supply Contract

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SECTION 3
UTILISATION

5                                      UTILISATION

5.1                            Utilisation of the EKN Premium Facility

5.1.1       The Borrower may utilise the EKN Premium Facility by delivery to the Lender a duly completed EKN Premium Tranche Utilisation Request not later than 11.00 a.m. on the day following two Business Days before payment of the relevant EKN Premium

5.1.2       An EKN Premium Tranche requested under Clause 5.1.1 shall

(a)                               be made if the Initial CP Satisfaction Date has occurred and the other conditions to Utilisation set out in Clauses 4.1 (Initial Conditions Precedent) and 4.2 (Further Conditions Precedent) are satisfied.

5.2                            Utilisation of the Equipment Tranche Facility

5.2.1       Subject to Clause 5.2.2, if the Borrower has made any payment to the Supplier in respect of any invoice(s) issued for payment under the Frame Supply Contract out of its own funds, the Borrower may request an Equipment Tranche for reimbursement by delivery to the Lender of a duly completed Equipment Tranche Utilisation Request not later than on the day falling two Business Days before the proposed utilisation Date.

5.2.2       An Equipment Tranche requested under Clause 5.2.1 shall:

(a)                               be made only if the Initial CP Satisfaction Date has occurred and the other conditions to Utilisation set out in Clauses 4.1 (Initial Conditions Precedent) and 4.2(Further Conditions Precedent) are satisfied;

(b)                              be made in an amount not exceeding the lesser of:

(i)                                  85 per cent. of the principal amount paid by the Borrower in respect of the relevant Eligible Goods;

(ii)                               85 per cent. of the amount specified in the relevant invoice(s) for such Eligible Goods; and

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(iii)                            the Available Facility in respect of Equipment Facility; and

(c)                               be paid directly to such account in the Russian Federation as the Borrower shall specify in the relevant Equipment Tranche Utilisation Request.

5.3                            Completion of a Utilisation Request

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

(a)                               the proposed Utilisation Date is a Business Day which is within the Availability Period;

(b)                              the currency specified is:

(i)                                  (in relation to any Utilisation Request under the EKN Premium Tranche) dollars; and

(ii)                               (in relation to any Equipment Tranche Utilisation Request), dollars;

(c)                               the amount of any proposed Equipment Tranche is a minimum of US$ 5,000,000 or, if less, the Available Tranche (or such other lesser amount to which the Lender gives its prior approval), provided that in no event shall the amount of a proposed Equipment Tranche exceed the Available Tranche;

(d)                              the Borrower, attaches to the Utilisation Request all relevant documents contemplated by Schedule 2 (Requests) to be provided with that Utilisation Request each in form and substance satisfactory to the Lender;

(e)                               (in the case of a Utilisation under an Equipment Tranche), pursuant to the Supplier’s Certificate provided with the relevant Utilisation Request, the goods which the proceeds of the proposed Utilisation are intended to finance (or refinance, as the case may be) are Eligible Goods and for each invoice issued under the Frame Supply Contract to be financed by the Tranche requested pursuant to that Equipment Tranche Utilisation Request the Borrower has paid to the Supplier an amount equal to 100% of the payment due under those invoices;

(f)                                 the proposed Utilisation complies with Clause 3.1 (Purpose); and

(g)                              the Utilisation Request is executed by a person duly authorised to do so on behalf of the Borrower.

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5.3.2                      Only one Tranche may be requested in each Utilisation Request.

5.4                            Acknowledgement by Borrower

The Borrower acknowledges and agrees that:

5.4.1       none of the Lender or the Supplier is in any way involved in the final determination of the EKN Premium and the Borrower will not raise against the Lender or the Supplier any claim or defence of any kind whatsoever in relation to the calculation or payment of the EKN Premium. The exact amount of the EKN Premium will be evidenced by invoice(s) to be issued by EKN.  The Lender shall promptly send to the Borrower a copy of any invoice received from the EKN in relation to the EKN Premium.  If EKN issues a final invoice in respect of the EKN Premium, any difference between the amount of the EKN Premium initially invoiced and that of the final invoice will be payable on demand by, or refundable to, the Borrower in accordance with the instructions of the Lender provided that if any amount of the EKN Premium is refundable, such amount shall be refunded on terms and conditions acceptable to EKN; and

5.4.2       in the event any part of the EKN Premium is refundable, the Lender shall only be required to refund to the Borrower such portion of the EKN Premium which has been refunded to the Lender.

5.5                            Borrower’s right to use own funds

Nothing in this Agreement shall preclude the Borrower from satisfying its payment obligations under the Frame Supply Contract using funds other than the proceeds of the Facility.

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SECTION 4
REPAYMENT, PREPAYMENT AND CANCELLATION

6                                      REPAYMENT

6.1                            Repayment of Tranches

6.1.1       The Borrower shall repay respective Tranche in full by seventeen (17) semi annual instalments (“Repayment Instalments”), each being one seventeenth of the total Tranche Amount set out in Clause 2.1.2 and 2.1.4. The first Repayment Instalment for respective Tranche shall fall due six Months after the date of the Mean Value Delivery Date for that relevant Tranche (or if such day is not a Business Day, the immediately succeeding Business Day. The Borrower shall repay the outstanding amount of all the Tranches in full on the Termination Date.

6.1.2       All repayments in accordance with this Clause 6 must be received by the Lender by 11:00 a.m. Stockholm time on the relevant Repayment Date.

6.2                            No reborrowing

The Borrower may not reborrow any part of the Facility which is repaid.

7                                      PREPAYMENT AND CANCELLATION

7.1                            Illegality

If it is illegal for the Lender to make, maintain or fund Tranches under this Agreement, the Borrower must, within 20 Business Days of receipt of a notice from the Lender of the illegality, repay all amounts outstanding under this Agreement.

7.2                            Voluntary cancellation

The Borrower may, if it gives the Lender not less than 10 Business Days’ (or such shorter period as the Lender may agree) prior written notice, cancel the

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whole or any part (being a minimum amount of USD 25,000,000) of an Available Tranche.

7.3                            Voluntary prepayment of the Facilities

(a)                               The Borrower may, if it gives the Lender not less than 10 Business Days, (or such shorter period as the Lender may agree) prior written notice, prepay the whole or any part of any Tranche (but, if in part, being an amount that reduces the Tranche by a minimum amount of USD 25,000,000).

(b)                              A Tranche may only be prepaid after the last day of the Availability Period (or, if earlier, the day on which the relevant Available Facility is zero).

7.4                            Restrictions

(a)                               Any notice of cancellation or prepayment given by the Borrower under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the 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 may not reborrow any part of a Facility which is prepaid.

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

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

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SECTION 5
COSTS OF UTILISATION

8                                      INTEREST

8.1                            Calculation of interest

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

(a)                               Margin; and

(b)                              LIBOR.

8.2                            Payment of interest

The Borrower shall pay accrued interest on each Tranche on the last day of each 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 Tranche in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Lender (acting reasonably). Any interest accruing under this Clause 8.3 shall be immediately payable by the Borrower on demand by the Lender.

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

(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 Tranche; and

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(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 Lender shall promptly notify the Borrower of the determination of a rate of interest under this Agreement.

9                                      INTEREST PERIODS

9.1                            Duration of Interest Periods

9.1.1       Subject to this Clause 9 each Interest Period for a Tranche shall be six Months or any shorter period agreed between the Borrower and the Lender provided that the first Interest Period for a Tranche (other than the first Tranche made under a Facility) shall end on the last day of the then current Interest Period of any other Tranche then outstanding.

9.1.2       Each Interest Period for a Tranche shall start on the Utilisation Date in respect of that Tranche or (if the Tranche has already been made) on the last day of the preceding Interest Period for that Tranche.

9.1.3       An Interest Period for a Tranche shall not extend beyond a Repayment Date.

9.1.4       An Interest Period for a Tranche shall not extend beyond the Termination Date.

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).

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10                               CHANGES TO THE CALCULATION OF INTEREST

10.1                     Absence of quotations

Subject to Clause 10.2 (Market disruption), if LIBOR 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 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 Tranche for any Interest Period, then the rate of interest for the Interest Period shall be the rate per annum which is the sum of:

(i)                                  the Margin;

(ii)                               the rate notified by the Lender to be that which expresses as a percentage rate per annum the cost to the Lender of funding from whatever source it may reasonably select.

(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 Lender to determine LIBOR for Dollars for the relevant Interest Period; or

(ii)                               that the cost to it of obtaining matching deposits in the London interbank market would be in excess of LIBOR.

10.3                     Alternative basis of interest or funding

If a Market Disruption Event occurs and the Lender or the Borrower so requires, the Lender 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.

10.4                     Break Costs

In case of a market Disruption Event the Borrower shall, within three Business Days of demand by the Lender, pay to the Lender its Break Costs attributable to

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all or any part of a Tranche or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for that Tranche or Unpaid Sum.

11                                FEES

11.1                      Management fee

The Borrower shall pay to the Lender a management fee of 0.2 % flat calculated on the Total Commitments. The management fee is due prior, to the first disbursement under this Agreement, at the latest however, within 30 days after the date of this Agreement.

11.2                      Commitment fee

From due date of this Agreement until disbursement of the Facility in full, the Borrower shall pay to the Lender a commitment fee at a rate of 0.0625 % calculated on a daily basis on such portion of the Total Commitments nor yet disbursed at any time. The Commitment fee is payable on each Interest Payment Date.

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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 a 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.

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(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 Lender accordingly.

(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)                              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.

(e)                               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 Lender for 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.

12.3                     Tax indemnity

(a)                               The Borrower shall (within three Business Days of demand by the Lender) 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,

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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.

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                     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.

12.6                     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

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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 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.

12.7                     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, the Lender shall use its reasonable efforts to 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.

(b)                              At the request of the Borrower (acting reasonably), the 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 Lender, pay for the account of the Lender the amount of any Increased Costs incurred by the Lender or any of its Affiliates 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 date of this Agreement.

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(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 the Lender or any of its Affiliates to the extent that it is attributable to the Lender having entered into its Commitment or funding or performing its obligations under any Finance Document.

13.2       Increased cost claims

(a)          The Lender intending to make a claim pursuant to Clause 13.1 (Increased costs) shall promptly notify the Borrower.

(b)          The Lender shall, as soon as practicable provide a certificate confirming the amount of its Increased Costs.

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); or

(iii)         attributable to a breach by the Lender 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).

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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 against the Borrower,

the Borrower shall as an independent obligation, within three Business Days of demand, indemnify the Lender 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 the Lender 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;

(c)                    funding, or making arrangements to fund, its participation in a Tranche 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 the Lender; or

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

15                               MITIGATION BY THE LENDER

15.1                     Mitigation

(a)                               The Lender 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 the Lender for all costs and expenses reasonably incurred by the Lender as a result of steps taken by it under Clause 15.1 (Mitigation).

(b)                              The Lender 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 Lender the amount of all reasonable out-of-pocket costs and legal expenses (internal and external but with a cap amounting to USD 50,000) incurred by the Lender in connection with the negotiation, preparation and execution of:

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

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

16.2       Amendment costs

If (a) the Borrower requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 23.6 (Change of currency), the Borrower shall, within ten Business Days of demand, reimburse the Lender for the amount of all costs and expenses (including legal fees) reasonably incurred by the Lender in responding to, evaluating, negotiating or complying with that request or requirement.

16.3       Enforcement costs

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

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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 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 constitutional documents; or

(c)                               any agreement or instrument binding upon it or any of its 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 to carry on its and their business; and

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SECTION 8
CHANGES TO PARTIES

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SECTION 9
ADMINISTRATION

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