Exhibit 4.22.2


 


Additional Agreement No. 2


 


To agreement between OAO Rostelecom and OAO STC


 


No.753-05-23 dated January 01, 2006


 


	
  City of
  Moscow

  	
   

  	
  December 04, 2007

  



 


Rostelecom,
Open Joint-Stock Company for Long-Distance and International Telecommunications, hereinafter, “Rostelecom”, represented by OAO Rostelecom General
Director Konstantin Yuryevich Solodukhin,
authorized to act by Charter, on the one part, and Southern
Telecommunications services Company, an Open Joint-Stock Company,
hereinafter referred to as the “Operator”, represented by General Director Aleksander Vladimirovich Andreyev, authorized to act by
Charter, on the other part hereinafter collectively referred to as the “Parties”,
and severally, as “Party”, have entered into this Additional Agreement
(hereinafter, “the Additional Agreement”) on
the incorporation of the below-listed amendments in the Agreement No. 750-05-23
concluded by the Parties on January 01, 2006 (hereinafter, “the Agreement”), as follows:


 


1.
Modification of Agreement.


 


The
Parties agree as follows:


 


1.1.
Clause 1.6 of the Agreement shall be supplemented with the following paragraph:


 


“For
the purpose of this Agreement, users accessing Communication services via
general-purpose payphones of the Operator while using Communication services
with the help of telephone service pay cards issued by the Operator or any
other general-purpose operator of the Russian Federation shall not be deemed
Users. Any legal relationships that may arise between Rostelecom and the
Operator in connection with the provision of the Communication services
indicated in this paragraph via general-purpose payphones of the Operator
should be settled with a separate additional agreement hereto that the Parties
shall have to execute in this case”.


 


1.2.
Clause 1.12. of the Agreement shall be amended as follows:


 


“1.12.
“Telecommunications
services” means jointly “Long-distance telecommunications services”
and “International telecommunications services” rendered to the Users by
Rostelecom.


 


1.3. For the purpose of this Additional Agreement,
Clause 1.7. shall apply as amended below:


 


“1.7.
“Revenue earned” shall mean any
financial resources contributed by Users on account of payment for Cards as
such Users purchase such Cards, as related to the share due to Rostelecom for
Telecommunications services rendered to Users via Payphones within the
respective Accounting period”.


 


1.4. The table in Appendix No. 2 to the
Agreement shall be supplemented with the following note:


 


“5) In the course of calculation of the agency fee the
volume and cost parameters for the services rendered via general-purpose
payphones shall be deducted from parameters in forms 1.1. – 1.7 and 2.1., 2.2.”


 


2. Terms and Definitions


 


In this Additional Agreement the following terms and
definitions have the following meanings if not otherwise indicated by this
Additional Agreement:


 

















 


2.1.
“Users” shall mean users of the
Telecommunications services accessing the Telecommunications services via
Payphones and using the Telecommunications services with the help of a Card.


 


“Card”  shall mean a telephone service
pay card issued by the Operator or by any other general-purpose operator of the
Russian Federation which card gives access to Communication services via
Payphones and allows the User to receive Communication services on account of
financial resources contributed by the User as payment for the Card as such
User purchases such Card.


 


2.3.
“Payphone” shall mean a general-purpose
payphone of the Operator.


 


3.
Subject Matter of the Additional Agreement


 


3.1.
The Operator undertakes to give access to Telecommunications services via
Payphones.


 


3.2.
The Operator shall take account of the volume of the Communication services
rendered by Rostelecom to Users via Payphones and remit to Rostelecom, in full,
any Revenue earned generated within the respective Accounting period and
Rostelecom shall pay for the services that the Operator renders to Rostelecom
hereunder.


 


4.
Obligations of Parties


 


The
Operator undertakes the following obligations:


 


4.1.1.
Give access to Telecommunications services via Payphones.


 


4.1.2. Inform Users about
the provision by Rostelecom of Telecommunications Services with the use of the
Payphones, including information about the Tariffs and changing thereof.


 


4.1.3.
Provide Rostelecom with data on the volume and cost of Telecommunications
services rendered via Payphones within the respective Accounting period by
means of including such data in the parameters of report forms required by
Appendices No. 3, 4 and 9 to the Agreement and also by means of indicating
this data specifically in the Act of acceptance of the services the execution
of which is required by Clause 5.1 hereof.


 


4.1.4.
Remit to Rostelecom any Revenue earned generated within the respective
Accounting period. The amount of the Revenue earned shall be calculated on
basis of the Communication services rendered by Rostelecom to Users via
Payphones within the respective Accounting period.


 


4.1.5.
Regard any financial resources generated through the Operator’s sales of Cards
issued by the Operator as advance payments contributed on account of the
Operator’s communication services. Adjust the amount of the advance payments
referred to above in the direction of a smaller figure and regard the
equivalent sum as Revenue earned as Rostelecom renders  Communication services via Payphones.


 


4.1.6.
Make sure that Payphone numbers from which Users initiate calls are switched
through to Rostelecom telecommunication networks.


 


4.1.7.
Inform Rostelecom about the Payphones’ numbering capacity and changing thereof
in accordance with the Network Interconnection Contract No. 1 dated August 1.
2003.


 


4.2. Rostelecom undertakes the responsibility:


 

















 


4.2.1.
Pay for any services rendered to it by the Operator hereunder.


 


5.
Settlements


 


5.1.
Any settlements between the Parties shall be performed monthly on basis of this
Additional Agreement, the Act of Acceptance of services executed according to
the form indicated in Appendix No. 1 (“Act” hereinafter) and the Bill for
remittance of Revenue earned (“Rostelecom bill”) and the Bill for payment for
the Operator’s services (“Operator bill”). The amounts of payments hereunder
payable by the Parties are estimated based on the following:


 


5.1.1.
The Operator is obliged to transfer to Rostelecom 100% (one hundred per cent)
of the Revenue earned for the Telecommunications services. The said amount
shall be calculated on basis of the Act.


 


5.1.2.
Rostelecom shall remit to the Operator payment for the services rendered by the
Operator to Rostelecom hereunder in the amount of 20% of Revenue earned which
was remitted by the Operator to Rostelecom within the respective Accounting
period. The said amount shall include VAT calculated on basis of the rate
established by current RF law.


 


5.2.
Before the 10th day of the Billing period the Operator shall submit to
Rostelecom the Operator bill and the Act signed by the Operator in two copies.
A copy of the Act and Operator bill shall be sent to Rostelecom by fax with
receipt confirmed, while originals shall be sent by registered mail with
delivery confirmed. The date of receipt of the fax transmission shall be deemed
the date of actual receipt of the Operator bill and Act. The Act shall include
data on the volume and cost of the Communication services rendered by
Rostelecom via Payphones within the respective Accounting period.


 


5.3.
Rostelecom shall review the Act submitted by the Operator and, provided it has
no objections, shall sign and submit a copy of the Act to the Operator within
five business days following the receipt of the Act by fax. Rostelecom shall
issue to the Operator a Rostelecom bill simultaneously with the submission of
the Act. If there are any objections to the Act Rostelecom shall notify  the Operator to that effect in writing within
five business days following the receipt of the Act by fax. In doing so,
Rostelecom shall approve the Act with the objections thereto and issue a
Rostelecom bill in the amount of the uncontested sum. Copies of the Bill and
the approved Act shall be sent to the Operator by fax. Originals of the
documents are sent by registered mail with receipt acknowledged.


 


5.4.
To eliminate objections to the Act, the Parties shall within 10 business days
after the date when Rostelecom gives written notice of such objections to the
Operator, hold negotiations and shall reconcile/analyze their respective data.
In case of discrepancies of the data determined during the reconciliation less
or equal to 3% of the volume and cost parameters of the Telecommunications
services rendered according to the Act of Acceptance then the Parties
acknowledge volume and cost parameters of the Telecommunications services
rendered and indicated in the Act to be true. If such reconciliation reveals
any discrepancies exceeding 3% of the volume and cost parameters of the
rendered services indicated in the Act then the Parties shall regard the volume
and cost parameters submitted by the Operator as valid. Based on the results of
such reconciliation, the Parties shall execute a Report of reconciliation of
mutual settlements (the “Reconciliation Report”) and, where necessary, shall
adjust payments due for future Billing Periods. The signature of a
Reconciliation Act by the Parties shall constitute Rostelecom’s signature of
the Act.


 


5.5.
The Operator shall pay the Rostelecom bill within ten (10) business days
following its receipt from Rostelecom. Rostelecom shall pay the Operator bill
within ten (10) business days following the Operator’s payment of the
Rostelecom bill.


 

















 


5.6.
The date of debiting the financial resources from the settlement account of the
respective Party shall be deemed the date of performance by the Party of its
monetary obligations hereunder.


 


6.
Application of Agreement provisions to legal relationships under the Additional
Agreement.


 


6.1.
The following provisions of this Agreement (as amended to include the
modifications made by Additional Agreement No. 1 dated 09.06.06) shall
apply to legal relationships between the Parties hereto provided that those
provisions do not contradict the provisions of this Agreement and subject to
certain terms used in both in the Additional Agreement and Service Provision
Agreement having a different meaning:


 


A) Section 1:
all Clauses except Clauses 1.4 and 1.5. (Clauses 1.6, 1.7 and 1.12 shall apply
subject to the provisions of Section 1 hereof).


 


B) Section 3:
Clauses 3.1.1; 3.2.1; 3.2.2; 3.5.1 – 3.5.3.


 


C) Section 7:
Clauses 7.1; 7.2; 7.4 (as regards submission of the Act); 7.5; 7.6 (as regards
submission of the Act); 7.10.


 


D) Section 6,
8, 9, 10, 11, 12 – shall apply in full.


 


E)
Appendices No. 3, 4 and 8.


 


6.2.
Any other provisions of the Agreement that are not indicated in Clause 6.1.
hereof shall not apply to the Parties’ legal relationships


 


7.
Additional responsibility


 


In
case that any additional tax liabilities or fines or penalties for violation of
tax and/or administrative legislation are levied from Rostelecom as a result of
the Operator’s submission of invalid data in the Act or the Operator’s
non-performance of its obligations envisaged by Clause 4.1.5. herein Rostelecom
shall have the right to recover any said amounts from the Operator. This right
of Rostelecom arises after the conclusion of the court appeal of the tax
authorities and on the condition that the Operator is brought to participation
in the proceedings or is informed about all facts of the dispute. In any case,
the amount of responsibility of the Operator must not exceed the amount of
their consideration.


 


8.
General provisions


 


8.1.
This Additional Agreement shall enter in force from the date of its signing by
the Parties.


 


8.2.
This Additional Agreement shall remain in effect for the whole duration of the
Agreement unless terminated earlier by agreement of the Parties.


 


8.3.
This Additional Agreement is an integral part of the Agreement.


 


8.4.
This Additional Agreement is issued in the Russian language in two original
counterparts, one for  each Party.


 

















 


Details
and Signatures of the Parties


 


	
  OAO Rostelecom:  

  	
  OAO STC:  

  
	
   

  	
   

  
	
  Legal address: 15, Dostoevskogo st., St. 

  	
  Legal address:  

  
	
  Petersburg 191002  

  	
  66, Karasunskaya st., Krasnodar, 350000  

  
	
   

  	
   

  
	
   

  	
   

  
	
  General Director   

  	
  General Director   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  K. Yu. Solodukhin  

  	
   

  	
  A.V. Andreyev  

  
	
                          200             

  	
                          200           

  
	
  Seal
  here

  	
  Seal
  here

  
				



 

















 


Appendix
No. 1


to Additional Agreement No. 2


dated              2007


 


Form of Act
of Acceptance of Services


 


Act of Acceptance
of Services No.                         
dt.                          
200   


under Additional
agreement No.          dt.                     
200   


to Agreement No. 750-05-23
dated January 01, 2006.


for                             
month                                               


 


This Act of Acceptance is drawn up between Rostelecom,
Open Joint-Stock Company for Long-Distance and International Telecommunications
services, hereinafter, “Rostelecom”, represented by                                                                                          ,
acting on the basis of the Power of Attorney dated                             
No.                 ,
on the one part, and an Southern Telecommunications Company, an Open
Joint-Stock Company (“Operator” hereinafter) represented by                                                                                                      acting
on the basis of                                                                          ,
to certify that Rostelecom has rendered to Users Telecommunications services
via general-purpose payphones and the Operator has rendered services pursuant
to Clause 3.2 herein, as follows:


 


	
  Ref. 

  No.

  	
   

  	
  Traffic,

   min.

  	
   

  	
  Revenue

  earned 

  including 

  VAT, RUR

  	
   

  	
  Including 

  VAT, 

  RUR

  	
   

  	
  Cost of 

  Operator’s 

  services,% of 

  Revenue earned

  	
   

  	
  Amount of 

  payment for

  Operator’s 

  services

  (gr. 3 x 5)

  	
   

  	
  Including 

  VAT (18%), 

  RUR

  
	
  1

  	
   

  	
  2

  	
   

  	
  3

  	
   

  	
  4

  	
   

  	
  5

  	
   

  	
  6

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


The
rendered services cost aggregated                   ,
including VAT                .


 


The
services were presented properly and according to Agreement terms.


 


	
  For Rostelecom:  

  	
   

  	
  For Operator:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  OAO Rostelecom  

  	
   

  	
  OJSC STC  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
            
   200    

  	
   

  	
            
   200    

  
	
  Seal here

  	
   

  	
  Seal here

  



 


	
  OAO Rostelecom:  

  	
   

  	
  OAO STC:  

  
	
   

  	
   

  	
   

  
	
  General Director  

  	
   

  	
  General Director  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  K.Yu. Solodukhin  

  	
   

  	
   

  	
  A.V. Andreyev  

  
	
                 
   200    

  	
   

  	
                 
   200    

  
	
  Seal here

  	
   

  	
  Seal here