0001104659-03-013424 Sample Contracts

PARTICIPATION INTEREST PURCHASE AGREEMENT BY AND BETWEEN KPN TELECOM B.V. AS “SELLER,” AND MOBILE TELESYSTEMS OJSC AS “PURCHASER” DATED AS OF NOVEMBER 5, 2002
Participation Interest Purchase Agreement • June 30th, 2003 • Mobile Telesystems Ojsc • Radiotelephone communications • England and Wales

This PARTICIPATION INTEREST PURCHASE AGREEMENT (the “Agreement”) entered into as of November 5, 2002, by and among Mobile TeleSystems OJSC, an open joint stock company organized under the laws of the Russian Federation (the “Purchaser”); and KPN Telecom B.V., a company organized under the laws of the Netherlands (the “Seller”). The Purchaser and the Seller are referred to collectively herein as the “Parties.”

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MOBILE TELESYSTEMS FINANCE S.A., as Issuer and MOBILE TELESYSTEMS OJSC, as Guarantor 9.75% NOTES DUE 2008
Mobile Telesystems Ojsc • June 30th, 2003 • Radiotelephone communications • New York

Reconciliation and tie between Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, and the Indenture, dated as of January 30, 2003.

OPEN JOINT STOCK COMPANY UKRETELECOM AND CETEL B.V. AND MOBILE TELESYSTEMS OPEN JOINT STOCK COMPANY
Novation Agreement • June 30th, 2003 • Mobile Telesystems Ojsc • Radiotelephone communications • England and Wales
CALL OPTION AGREEMENT BY AND BETWEEN OAO UKRTELECOM AS “SELLER” AND CETEL B.V. AS “PURCHASER” DATED AS OF NOVEMBER 5, 2002
Call Option Agreement • June 30th, 2003 • Mobile Telesystems Ojsc • Radiotelephone communications • England and Wales

This CALL OPTION AGREEMENT, dated as of November 5, 2002, (the “Agreement”), is made by and between OAO Ukrtelecom, a joint stock company organized under the laws of Ukraine (the “Seller”), and Cetel B.V., a limited liability company established and acting under the laws of the Netherlands (the “Purchaser”). The Seller and the Purchaser are referred to collectively herein as the “Parties.”

PUT AND CALL OPTION AGREEMENT BY AND BETWEEN
Put and Call Option Agreement • June 30th, 2003 • Mobile Telesystems Ojsc • Radiotelephone communications • England and Wales

This PUT AND CALL OPTION AGREEMENT, dated as of November 5, 2002, (the “Agreement”), is made by and between TDC Mobile International A/S, a company established and existing under the laws of Denmark with its registered seat at Larslejsstraede 6, 0900, Copenhagen C, Denmark (the “Seller”), and Mobile TeleSystems OJSC, an open joint stock company established and existing under the laws of the Russian Federation with its registered seat at Marksistskaya Street 4, Moscow 109147, Russian Federation (the “Purchaser”). The Seller and the Purchaser are referred to collectively herein as the “Parties.”

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