GOLDEN TELECOM INC. EDN SOVINTEL LLC and GTS FINANCE INC.as Original Borrowers and Original Guarantors arranged by CITIBANK N.A., London Branch and ING BANK N.V. as Arranger with CITIBANK INTERNATIONAL PLC acting as Agent AMENDMENT AND RESTATEMENT AGREEMENT RELATING TO A TERM FACILITY AGREEMENT DATED 25 JANUARY 2007 AS PREVIOUSLY AMENDED AND RESTATED ON 22 MARCH 2007. CONTENTS Clause Page

1. Definitions And Interpretation

2. Amendment

3. Continuity And Further Assurance

4. Miscellaneous

5. Governing Law

Schedule 1 The Original Obligors

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THIS AGREEMENT is dated 20 November 2007 and made between:

IT IS AGREED as follows:

RECITALS

IT IS AGREED as follows:

In this Agreement:

"Effective Date” means 9 November 2007.

"Restated Agreement” means the Term Facility Agreement, as amended and restated by this Agreement.

Terms defined in the Term Facility Agreement shall, unless otherwise defined herein, have the same meaning herein and the principles of construction set out in the Term Facility Agreement shall have effect as if set out in this Agreement.

In this Agreement any reference to a “Clause” or “Schedule” is, unless the context otherwise requires, a reference to a Clause or Schedule hereof. Clause headings are for ease of reference only.

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.

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

On the Effective Date Clause 21.14 (Loans and Guarantees) of the Term Facility Agreement shall be deleted and shall be replaced by the new Clause 21.14 as set out below:

“Save for (a) any loan, credit, guarantee or indemnity granted by any member of the Reporting Group to, or in favour of, any third party up to a maximum aggregate amount for the Reporting Group of US$ 50,000,000 (fifty million dollars), and (b) any loan, credit, guarantee or indemnity granted by any member of the Reporting Group to any other member of the Reporting Group, no Obligor shall (and the Company shall ensure that no other member of the Group will) make any loans, grant any credit (save in the ordinary course of business) or give any guarantee or indemnity (except as required under any of the Finance Documents) to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any person.”

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

Each Obligor shall, at the request of the Agent and at its own expense, do all such acts and things necessary or desirable to give effect to the amendments effected or to be effected pursuant to this Agreement.

The provisions of Clause 30 (Notices), Clause 32 (Partial Invalidity), Clause 33 (Remedies and Waivers), Clause 34 (Amendments and Waivers) and Clause 39 (Enforcement) of the Term 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” or “the Finance Documents” are references to this Agreement.

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.

This Agreement is governed by English law.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

SCHEDULE 1

The original Obligors

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