LETTER OF GUARANTEE

1. We have been informed by our subsidiary, [NAME] (the “Subsidiary”) that it has on [ ], 2010 entered into an agreement regarding the purchase of [ ] of the Subsidiary from you (the “Supply Agreement”).

2. We hereby irrevocably and unconditionally guarantee to you, as for our own debt, the payment by the Subsidiary of the payments in accordance with the provisions of the Supply Agreement. We undertake that in the event of the Subsidiary failing to perform its obligations regarding [REASON], we shall on your first written demand pay any such amount due and unpaid to you according to Para 346 German Commercial Code.

3. The total aggregate amount payable by us under this guarantee shall, however, not exceed EUR [AMOUNT],-- (in words: EUR [AMOUNT])

4. This guarantee enters into force on the date hereof, and expires after the end of the [SPECIFIC PERIOD IF ANY], however, in any event not later than on [DATE], on the earlier date of which, at the latest, all claims which are based on this guarantee shall be presented in writing to us at the following address:

Данная гарантия вступает в силу с момента её подписания и действует ***, все претензии обоснованные данной гарантией должны быть представлены нам в письменной форме по адресу:

[COMPANY NAME]
Attention: Chief Financal Officer
[Adress}
[ZIP & CITY], RUSSIA

5. This guarantee shall be governed by and construed and interpreted in accordance with German law. Any dispute arising due to or on the basis of this guarantee shall in the first instance be resolved in the Court of Bonn, Germany with the right to appeal in accordance with German law.

Upon its expiration, the original guarantee must be returned to us at the aforesaid address.

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