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.