AMENDMENT AND TRANSFER AGREEMENT

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Exhibit 4.2

Execution version

AMENDMENT AND TRANSFER AGREEMENT

dated 30 September 2004

for

MOBILE TELESYSTEMS OPEN JOINT STOCK COMPANY

arranged by

ABN AMRO BANK N.V.
HSBC BANK PLC
ING BANK N.V.
RAIFFEISEN ZENTRALBANK OESTERREICH AG

as Original Mandated Lead Arrangers

BANK AUSTRIA CREDITANSTALT AG
COMMERZBANK AKTIENGESELLSCHAFT

as New Mandated Lead Arrangers

and

BARCLAYS CAPITAL
(the investment banking division of Barclays Bank PLC)

as Additional New Mandated Lead Arranger

with

THE FINANCIAL INSTITUTIONS listed in Schedule 1

and

ING BANK N.V., LONDON BRANCH

acting as Agent

relating to a Facility Agreement
dated 26 July 2004

Linklaters CIS

Paveletskaya Sq. 2, bld.2
Moscow 115054

Telephone (7-095) 797 9797
Facsimile (7-095) 797 9798

Ref MIYB

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THIS AGREEMENT is dated 30 September 2004 and made between:

(1)

Mobile Telesystems Open Joint Stock Company (the " Borrower ");

(2)

ABN AMRO Bank N.V., HSBC Bank plc, ING Bank N.V. and Raiffeisen Zentralbank Oesterreich AG as original mandated lead arrangers (the " Original Mandated Lead Arrangers ");

(3)

Bank Austria Creditanstalt AG and Commerzbank Aktiengesellschaft as new mandated lead arrangers (the " New Mandated Lead Arrangers ");

(4)

Barclays Capital (the investment banking division of Barclays Bank PLC) as additional new mandated lead arranger (the " Additional New Mandated Lead Arranger ");

(5)

The Financial Institutions listed in Part 1 of Schedule 1 as existing lenders (the " Existing Lenders ");

(6)

The Financial Institutions listed in Part 2 of Schedule 1 as new lenders (the " New Lenders "); and

(7)

ING Bank N.V., London Branch as agent (the " Agent ").

RECITALS:

(A)

The Borrower, the Original Mandated Lead Arrangers, the New Mandated Lead Arrangers, the Existing Lenders and the Agent are parties to an Original Facility Agreement (as defined below) providing, inter alia, for the grant of a loan facility (" Facility 1 ") in an aggregate principal amount of US$200,000,000 and for the grant of a loan facility (" Facility 2 ") in an aggregate principal amount of US$300,000,000.

(B)

The Borrower wishes to increase the aggregate principal amount of Facility 2 from US$300,000,000 to US$400,000,000 and certain of the New Lenders are willing to provide additional commitments under Facility 2 with respect to such increase, subject to the terms and conditions of this Agreement.

(C)

The New Lenders wish to become parties to the Original Facility Agreement as Original Lenders.

(D)

The Additional New Mandated Lead Arranger wishes to become party to the Original Facility Agreement as a New Mandated Lead Arranger.

(E)

Accordingly, the Borrower, the Original Mandated Lead Arrangers, the New Mandated Lead Arrangers, the Existing Lenders, the New Lenders and the Agent wish to (i) amend certain provisions of the Original Facility Agreement and (ii) provide for the transfer by novation of certain rights and obligations of the Existing Lenders under the Original Facility Agreement to the New Lenders.

IT IS AGREED as follows:

1      DEFINITIONS AND INTERPRETATION

1.1   Definitions

In this Agreement:

" Amended Agreement " means the Original Facility Agreement, as amended by this Agreement.

" Designated New Lenders " means Bank Natexis ZAO, Banque Societe Generale Vostok, Bayerische Landesbank, BNP Paribas, Intesa Bank Ireland plc, Israel Discount Bank of New York, KfW, Landesbank Sachsen Girozentrale, Persia International Bank plc, WestLB AG, ZAO Banca Intesa and ZAO Citibank.

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" Original Facility Agreement " means the Facility Agreement dated 26 July 2004 between the Borrower, the Original Mandated Lead Arrangers, the New Mandated Lead Arrangers, the Existing Lenders and the Agent.

" Party " means a party to this Agreement.

" Relevant Date " means 7 October 2004 (or such later date as may be agreed by the Agent).

" Relevant Finance Party " means any of the Original Mandated Lead Arrangers, the New Mandated Lead Arrangers, the Additional New Mandated Lead Arranger, the Existing Lenders, the New Lenders and the Agent.

" Relevant Majority Lenders " means Existing Lenders and New Lenders whose Commitments (as defined in the Amended Agreement) aggregate more than 66 ² / 3 % of the Total Commitments (as defined in the Amended Agreement).

" Second Fee Letter " means the letter dated on or about the date of this Agreement between the Original Mandated Lead Arrangers and the Borrower in relation to certain fees.

1.2   Incorporation of defined terms

(a)

Unless a contrary indication appears, a term defined in the Original Facility Agreement has the same meaning in this Agreement.

(b)

The principles of construction set out in Clause 1.2 ( Construction ) of the Original Facility Agreement shall have effect as if set out in this Agreement.

1.3   Clauses

In this Agreement any reference to a "Clause" or a "Schedule" is, unless the context otherwise requires, a reference to a Clause of or a Schedule to this Agreement.

1.4   Third Party Rights

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

1.5   Designation

In accordance with the Original Facility Agreement, each of the Borrower and the Agent designates this Agreement as a Finance Document.

2      CONDITIONS PRECEDENT

The provisions of Clause 4 ( Amendments and Transfers ) shall be effective on the Relevant Date provided that the Agent has received all the documents and other evidence listed in Schedule 2 ( Conditions precedent ) in form and substance satisfactory to the Agent on or before 1 October 2004 (or such other date as may be agreed by the Agent). The Agent shall notify the Borrower, the Existing Lenders and the New Lenders promptly upon being so satisfied.

3      REPRESENTATIONS

The Borrower makes the Repeating Representations, and the representations and warranties in Clauses 17.8 ( Deduction of Tax ), 17.9 ( No filing or stamp taxes ) and paragraph (c) of Clause 17.13

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( Financial Statements ) of the Original Facility Agreement, by reference to the facts and circumstances then existing:

(a)

on the date of this Agreement; and

(b)

on the Relevant Date,

but as if references in Clause 17 ( Representations ) to the Original Facility Agreement are, for the purposes of (a) above, instead to this Agreement and, for the purposes of (b) above, are to the Amended Agreement.

4      AMENDMENTS AND TRANSFERS

4.1   Amendments

Provided that the Agent has given the notification under Clause 2 ( Conditions Precedent ), with effect from the Relevant Date, the Original Facility Agreement shall be amended as set out in Schedule 3 ( Amendments to Original Facility Agreement ).

4.2   Transfers

Provided that the Agent has given the notification under Clause 2 ( Conditions Precedent ), on the Relevant Date:

(a)

each Existing Lender shall transfer to each New Lender set out opposite its name in Schedule 4 ( Transfer Details ) by novation that part of that Existing Lender's Commitment, rights and obligations under the Finance Documents referred to opposite that New Lender's name in said Schedule 4;

(b)

to the extent that the rights and obligations of any Existing Lender under the Finance Documents are transferred to a New Lender under paragraph (a) above, the Borrower and that Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (being the " Discharged Rights and Obligations ");

(c)

the Borrower and each New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower and that New Lender have assumed and/or acquired the same in place of the Borrower and the relevant Existing Lender;

(d)

the Agent, the Mandated Lead Arrangers, each New Lender and the other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had that New Lender been an Existing Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer under paragraph (a) above and to that extent the Agent, the Mandated Lead Arrangers and the relevant Existing Lender shall each be released from further obligations to each other under the Finance Documents;

(e)

each New Lender shall become a party to the Amended Agreement as an Original Lender with the Commitments set out opposite its name under the headings "Facility 1 Commitment" and "Facility 2 Commitment" in Schedule 1 ( The Original Lenders ) of the Amended Agreement; and

(f)

each Existing Lender shall continue to be a party to the Amended Agreement as an Original Lender with the Commitments set out opposite its name under the headings "Facility 1

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Commitment" and "Facility 2 Commitment" in Schedule 1 ( The Original Lenders ) of the Amended Agreement.

For the avoidance of doubt, all Parties agree that paragraphs (b) and (c) of Clause 22.2 ( Conditions of assignment or transfer ) of the Original Facility Agreement shall not apply to the transfers under this Clause 4.2.

4.3   Additional Facility 2 Commitments

Provided that the Agent has given the notification under Clause 2 ( Conditions Precedent ), notwithstanding that no transfer in respect of Facility 2 was made to any Designated New Lender under Clause 4.2 ( Transfers ), on the Relevant Date each of the Designated New Lenders shall become a party to the Amended Agreement as an Original Lender with the Facility 2 Commitment set out opposite its name under the heading "Facility 2 Commitment" in Schedule 1 ( The Original Lenders ) of the Amended Agreement.

4.4   Barclays Capital

Provided that the Agent has given the notification under Clause 2 ( Conditions Precedent ), on the Relevant Date the Additional New Mandated Lead Arranger shall become a Party to the Amended Agreement as a New Mandated Lead Arranger.

4.5   Continuing obligations

The provisions of the Original Facility Agreement and the other Finance Documents shall, save as amended by this Agreement, continue in full force and effect.

5      MISCELLANEOUS

5.1   Incorporation of terms

The provisions of Clause 29 ( Notices ) of the Original Facility Agreement shall be incorporated into this Agreement as if set out in full in this Agreement and as if references in those clauses to "this Agreement" are references to this Agreement.

5.2   Counterparts

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

5.3   Limitation of responsibility of Existing Lenders

(a)

Unless expressly agreed to the contrary, the Existing Lenders make no representation or warranty and assume no responsibility to the New Lenders for:

(i)

the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

(ii)

the financial condition of the Borrower;

(iii)

the performance and observance by the Borrower of its obligations under the Finance Documents or any other documents; or

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(iv)

the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

(b)

Each New Lender confirms to the Existing Lenders and the other Relevant Finance Parties that it:

(i)

has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by any Existing Lender in connection with any Finance Document; and

(ii)

will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c)

Nothing in any Finance Document obliges an Existing Lender to:

(i)

accept a re-transfer from a New Lender of any of the rights and obligations transferred under Clause 4.2 ( Transfers ); or

(ii)

support any losses directly or indirectly incurred by any New Lender by reason of the nonperformance by the Borrower of its obligations under the Finance Documents or otherwise.

5.4   Transfer condition

If, as a result of circumstances existing at the Relevant Date, the Borrower would be obliged to make a payment to a New Lender under Clause 12 ( Tax gross-up and indemnities) or Clause 13.1 (Increased Costs) of the Amended Agreement, then such New Lender is only entitled to receive payment under those clauses to the same extent as the Existing Lender (from whom such New Lender acquired its rights and obligations under the Finance Documents) would have been, if the transfer to such New Lender referred to in Schedule 4 ( Transfer Details ) had not occurred.

6      GOVERNING LAW

This Agreement is governed by English law.

7      ARBITRATION

7.1   Arbitration

Subject to Clause 7.4 ( Agent's option ), any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) (a " Dispute ") shall be referred to and finally resolved by arbitration under the Arbitration Rules (the " Rules ") of the London Court of International Arbitration (the " LCIA Court ").

7.2   Procedure for arbitration

(a)

The arbitral tribunal shall consist of three arbitrators. The claimant(s), irrespective of number, shall nominate jointly one arbitrator; the respondent(s), irrespective of number, shall nominate jointly the second arbitrator; and a third arbitrator, who shall serve as chairman (who shall be a lawyer currently qualified in England and Wales and be admitted to the Bar of England and Wales), shall be appointed by the LCIA Court within 15 days of the appointment of the second arbitrator.

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