1. Definitions

The parties agree that, unless the context otherwise requires, the following terms shall have the following meanings:

Services means the services to be provided by Moody’s to the Client in accordance with Clause 2 as referred to in any invoice issued by Moody’s to the Client in accordance with Clause 3;

Force Majeure means any circumstances beyond the reasonable control of either of the parties and which could not have been foreseen at the date hereof, such as: acts of God, moratoria imposed by competent governmental authorities, military actions and revolutions.

2. Subject of this Agreement

2.1 Moody’s shall provide to the Client advice in respect of Russian, English and the US law in relation to a bond issue (including a Rule 144A tranche), lead managed by Credit Suisse First Boston, to include the following:

2.1.1 assistance with the preparation of an offering circular, including:

a) due diligence;

b) due diligence (10b-5) letter;

c) drafting;

2.1.2 preparation of documentation required to obtain necessary federal and regional governmental approvals;

2.1.3 negotiating the subscription agreement;

2.1.4 negotiating the fiscal agency agreement;

2.1.5 negotiating the terms and conditions of the bonds;

2.1.6 legal opinions, including on Russian law;

2.1.7 the usual ancillary work in relation to a bond issue, and such other services as Moody’s may be reasonably requested by the Client to provide or which are reasonably related to the above.

The Client shall provide to Moody’s all relevant information required to enable it to provide the Services and Moody’s shall promptly notify the Client of any circumstances which will prevent it from providing the Services.

2.2 The Services may be provided by Moody’s personally and by such third parties agreed between the Client and Moody’s.

2.3 All disbursements and expenses (including fax and telephone charges) reasonably and properly incurred by Moody’s in connection with providing the Services shall be included in the invoice issued by Moody’s. Such disbursements and expenses shall be approved by the Client following issue of the invoices, and shall be reimbursed by the Client, in accordance with Clause 3.

2.4 Moody’s shall, in providing the Services under this Agreement, act in accordance with reasonable directions of persons empowered to act on behalf of Client.

2.5. The Client shall make payments to Moody’s for Services provided and for disbursements and expenses to be reimbursed in accordance with Clause 3.

3. Charges and Method of Payment

3.1 Charges for the Services will be determined by Moody’s principally on the basis of its hourly rates for each of its partners and employees and will be set out in its invoices relating to the Services. If so requested by the Client, Moody’s shall provide to the Client details of the time spent by each employee in providing the Services and their hourly rates. Whilst Moody’s considers that estimate to be realistic (on the basis of the assumptions made), should the assumptions become incorrect, the estimate may be exceeded by agreement between Moody’s and the Client in relation to the Services which, at the relevant time, remain to be provided under this Agreement.

3.2 If the bond issue is completed, Moody’s and the Client expect that the charges for the Services (and disbursements, expenses and Russian VAT) will be deducted from, and paid to Moody’s out of, the foreign currency proceeds of the bond issue and otherwise in accordance with this Clauses 3.1, 3.3 - 3.8. If the bond issue is not completed, the charges for the Services shall be paid in accordance with this Clauses 3.1, 3.3 - 3.8.

3.3 Moody’s shall issue an invoice in respect of the Services to the Client as contemplated by Clause 3.2.

3.4 Charges for Services exclude any applicable Russian VAT which shall be indicated separately on the invoice.

3.5 Acceptance by the Client of the Services (and disbursements, expenses and Russian VAT) shall be evidenced by the execution of an act of transfer and acceptance of the Services (and disbursements, expenses and Russian VAT), a form of which is attached as the Annex (an Act). An Act shall be issued by Moody’s at the same time as the issue of the invoice in respect of the Services.

3.6 Payment for Services shall be made in foreign currency or, if expressly agreed between the parties, in roubles according to the exchange rate established by the Central Bank of the Russian Federation on the business day immediately preceding the date of payment for the Services as published in the Izvestia newspaper. The currency of payment for the Services shall be specified on the invoice or as expressly agreed by the parties.

3.7 The Client shall pay for the Services within 30 calendar days following the date of issue of the invoice and Act by Moody’s. Any disputes in relation to the amount of payment or the Services themselves shall be resolved in accordance with the procedure envisaged by Clause 9.2. In the event of any such dispute the relevant payment shall be made within 30 calendar days from the date of the court decision comes into force in relation to that dispute.

3.8 Payments for Services shall be made by way of bank transfer to Moody’s account as specified in the invoice or as expressly agreed by the parties.

3.9 In the event of a delay in payment for the Services of more than 30 calendar days, Moody’s may add to the Client’s invoice a penalty of 0.01% of the total charge for the Services for every day of the delay.