:

CONSENT AND AMENDTI{ENT

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2 TO

LOAN AGREEMENT

CONSENT AI\D AMENDMENT Ng 2, dated as of April 5, 2006 (this "Amendment"), to the Loan Agleement by and between Sevenkey Limited, a company incorporated in the Commonwealth of the Bahamas under the number 1j00,3438 and whose registered office is at l$ Floor, Kings Court, Bay Street, P.O. $ox N-3944, Nassau, Bahamas (the "Lender") and Gallagher Holdings Limited, f fompany incorporated under the laws of Cyprus whose registered office is Agiou Pavlou, 15, Ledra House, Agious Andrea^s, P.C. 1105, Nicosia, C1'prus (the 'fBorrower")

PRELIMINARY STATEMENTS
(A) The Borrower and the Lender are parties to the Loan Agreement dated as 2004 (as it may be further amended, restated, modified and supplemented from time to time, the "Loan Agreement");

of April 6,

(B) The Borrower and the Lender have decided to amend the
Agreement; and

Loan

(C) The terms defined in the Loan Agreement and not otherwise defined
herein shall have the meanings ascribed to them in the l,oan Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto hereby agree as
follows:

ARTICLE

1. Amendment to Loan-Aereement.

Section 1.1 Amendment. This Amendment shall be deemed to be an amendment to the Loan Agreement and shall not be construed in any way a^s a replacement or substitution thereof. All of the terms and conditions of, and terms detined in, this Amendment are hereby incorporated by reference into the Loan Agreement as if such terms and provisions were set forth in full therein.
Section 1.2 Am.pndmgnt to Loan Aseement. 'fhe Borrower and the Lender have decided as follows:

(a) Clause 2.2. of the Loan Agreement shall be amended by deleting the words: "'fhe Lender opens a credit line fbr the Borrower tbr the period till 05 April 2006 inclusive, the Limit of Indebtedness being USD 49,500,000 (forty nine million five hundred thousand US Dollars) at the rate of 5 (frve) per cent per annum for the purpose of purchase of securities and dflative financial

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instruments thereof issued by Corus Group PLC.' and inserling instead the words: ..The Lender opens a credit line for the Borrower for the period till 0lMay 2007

inclusive, the Limit of Indebtedness being IJSD 50,000,000 (fifty million US Dollars) at the rate of 5 (five) per cent per alrnum for the purpose of purchase of securities and derivative financial instruments thereof issued by Corus Croup PLC'. (b) Instead of interest payments as set forth the Loan Agreement the Borrower shall pay the Lender the Amount of Consideration (the "Consideration") as sonsideration for providing the Loan to the Borrower pursuant to the Loan Agreement.
(c) The amount of the Consideration specified in the clause (b) hereinabove is to be concurred by the parties additionally'

(d) ln tieu of the Consideration any references to "Interest Period", "Rate", "Interest" or words of like import shall be effectively disregarded and any
obtigations of the Lender to that effect nullified.

ARTICLE 2. Confirpation and References.

Section 2.1 Continuing Eftbct. The l-oan Agreement and the other documents delivered in connection therewith are, and shall continue to be, in full force and

effect and are hereby ratified and confirmed in all respects except explicitly set forth otherwise herein:
(a) Alt references in the l-oan Agreement to the "Loan Agreement", "thereto", ,othereof', "thereunder" or words of like import referring to the Loan Agreement shall mean the Loan Agreement as amended hereby'

(b) All ref'erences in the Loan Agreement to "this Agreement", "hefeto", 'hereof', "hereundet'' or words of like import referring to the Loan Agreement
shall mean the Loan Agreement as amended hereby. Section 2.2 Further AmendmEnt+ The Loan Agreement and all agreemnts, instruments and documents executed and delivered in connection with any of the foregoing shall each be deemed amended hereby to the extent necessary! if any, to

give effect to the provisions of this Amendment. The Parties also hereby acknowledge that the Loan Agreement, as amended by this Agreement, and the other documents contain the entire agreement of the parties with respect to the
subject matter hereof and supersede all other agreements and understanding, either oral or writteno between the Parties with respect to such subject matter.

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ARTICLE 3. Miscellaneous.
Section 3.1 Continqed effectiverless. Except as specifically amended herein, the Loan Agreement shall remain in full force and effect in accordance with its
terrns.

Section 3.2 (lonyening Law. This Amendment shall be governed and construed in accordance with the laws of the Russian Federation.
Section 3.3 Countegrarts. This Amendment may be signed by duly authorized officers of the Lender and the Borrower respectively and certified by the Parties
seals.

IN WITNESS WIIEREOF, the parties hereto have caused this Amendment

to be executed by their respective officers thereunto duly authorized on the date frst above written. SEVENKEY LIMITED

TIOLDINGS LIMITED