Short term credit agreement

Between :

hereinafter called the “Borrower”,

and :

hereinafter called the “Lender”,

It is now agreed that:

Article 1 – Purpose of the Credit

The purpose of this credit is to finance general corporate activities of the Borrower.

Article 2 – Amount and Term of the Credit

In accordance with the terms and conditions hereafter, the “Lender” will hold available to the “Borrower” a line of credit (the “Credit”) not to exceed USD … (…) as from … until ….

Article 3 - Drawdown

The Credit can be used in several drawdowns.

Each drawdown under the Credit can only be made in US Dollars.

The day of issue the drawdown may only be a day where the banks in New-York, Brussels, Moscow or London are open for business. If the maturity date of a drawdown falls on a day when these banks are closed, this maturity date will be extended to the immediately succeeding business day.

Article 4 – Interest

The drawdown of the Credit granted will bear interest at a rate equal to the LIBOR (London Interbank Offered Rate) two business day prior to issue of each drawdown, as such is shown on Reuters at 11.30 am for loans of the same currency, category and for the same amount plus a margin of 4,50% per annum.

Interests will be payable in cash, at the maturity date of each drawdown, and will be calculated by the number of days corresponding to the drawing on the basis of a year of 360 days. The rate of interest so determined will remain fixed during the term of the each drawdown. It will however be subject to variation in any cases set out in Article 9 hereafter.

Article 5 - Prepayment

The Borrower will have the facility, by giving notice of five business days prior to the prepayment date and with effect from the said date, to repay all or part of the Credit.

In such a case, the Lender may then reserve the right to ask the Borrower to pay an indemnity for the eventual prejudice and costs supported by the Lender.

Article 6 - Covenants

As long as any amount remains outstanding hereunder, the Borrower undertakes that it shall :

- take any action required to the effect that the credit ranks and continues to rank in right of payment and security at least “pari passu” with all its other debts of the same nature and towards a third party of the same nature as the present agreement;

- not permit any mortgage, charge or other encumbrance to be granted after the date hereof over the whole or any part of its properties or assets to secure any of its present or future commitments unless the benefit of such security is at the same time extended in manner satisfactory to the Lender to cover all sums owing hereunder.

Article 7 – Fees

There will be no arrangement fee on this Credit.

Article 8 – Representations and warranties

The Borrower represents and warrants that it is a company properly incorporated in Russia, having full capacity to enter into this Agreement. The Borrower represents and warrants that its obligation to pay the principal, interest and ancillary expenses relating to this Agreement constitutes a direct, unconditional and general obligation of the Borrower which ranks equally with all its other debts contracted by way of loans of the same nature as this Credit and for the same term. The Borrower represents and warrants that the present agreement is valid and binding in all respects.

The Borrower represents and warrants that all information (such as reports, financial statements) furnished by him to the Lender does not contain any material misstatement of fact and did not omit to state any material fact.

The Borrower represents and warrants that, as of the date of the present agreement, it is not in default of any obligation, covenant or other commitment with respect to other loans or agreements with third parties.