Exhibit 4.36.2


 


Additional Agreement No. 2


To Contract between OAO Rostelecom and OJSC CenterTelecom


No. 6479/05-DO(749-05-23) dated January 01, 2006


 




	
  Moscow

  	
   

  	
  Dated:
  «    »
                    ,
  2006

  






 


Rostelecom,
Open Joint-Stock Company for Long-Distance and International Telecommunications, hereinafter, “Rostelecom”,
represented by OAO Rostelecom General Director Dmitry
Yevgenievich Yerokhin, authorized to act by the Charter, on the one
part, and Central Telecommunication Company, Open Joint-Stock Company (OJSC
CenterTelecom), hereinafter referred to as the “Operator”, represented by
General Director Vaagna Artavazdovich Martirosyan,
authorized to act by the Charter, on the other part hereinafter collectively
referred to as the “Parties”, and severally, as “Party”, have entered into this
Additional Agreement (hereinafter, “the Agreement”) on
the incorporation of the below-listed amendments to the Contract No. 6479/05-DO(749-05-23)
entered into by the Parties on January 01, 2006 (hereinafter, “the Contract”), as follows:


 


1.
Modification of Contract.


 


The Parties agree as
follows:


 


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


 


“For
the purpose of this Contract, 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
Contract shall be amended as follows:


 


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


 


1.3.
For the purpose of this 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
related to the share due to Rostelecom for Communication services actually
rendered to Users via Payphones within the Reporting Period”.


 

















 


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


 


“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. of Appendix No. 3 to the
Contract.”


 


2.
Terms and Definitions


 


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


 


2.1.
“Users” shall mean users of
Communication services that access Communication services using Payphones and
pay for Communication services with the help of a Card.


 


2.2.
“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 Agreement


 


3.1.
Interaction of the Parties in the course of enabling Users to use Communication
services with the help of 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 Reporting period and
Rostelecom shall pay for the services that the Operator renders to Rostelecom
hereunder.


 


4.
Obligations of Parties


 


4.1.
The Operator undertakes the following obligations:


 


4.1.1.
Give Users access to Communication services with the help of Payphones.


 


4.1.2.
Communicate to users information on Rostelecom’s rendering of Communication
services via Payphones


 


4.1.3.
Provide Rostelecom with data on the volume and cost of Communication services
rendered via Payphones within the respective Reporting period by means of
including such data in the parameters of report forms required by Appendices No. 3,
4 and 9 to the Contract 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 of this additional agreement.


 


4.1.4.
Remit to Rostelecom any Revenue earned generated within the respective
Reporting 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 Reporting
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 on the numbering capacity of Payphones and any changes
thereof in accordance with Contract on Connection No.-00-00-1100 dated
August 01, 2003, as amended by the Agreement dated January 01, 2006
and as may be amended thereafter.


 


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
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. 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 Reporting
period.  The said amount shall include
VAT calculated on basis of the rate established by current RF law.


 


5.2.
Before the 8th day of the Reporting 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 Reporting 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 Telecommunication Services
rendered according to the Act of Acceptance then the Parties acknowledge volume
and cost parameters of the Telecommunication Services rendered and indicated in
the Act to be true. If such reconciliation detects any discrepancies exceeding
3% of volume and cost parameters of the services rendered as indicated in the
Act the Parties shall recognize that the volume and cost parameters 


 

















 


submitted by the Operator
are valid ones. 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.  If
the Parties recognize, in accordance with the provisions of this Clause 5.4.,
that the Rostelecom data is valid the Operator shall cancel the Operator bill
previously issued pursuant to Clause 5.2. of the Agreement and shall issue to
Rostelecom a new Operator bill including the adjusted amount due to the
Operator for the services rendered in accordance with this Agreement.


 


5.5.
Before the 25th day of the Reporting Period, the Operator shall remit 100% of
the revenue for the rendered Communication services which has been generated
within the month preceding the Reporting Period. Before the expiration of the
Reporting Period and in accordance with the Act of Acceptance of the services
rendered, Rostelecom shall pay to the Operator the fee for the services
rendered to Rostelecom by the Operator.


 


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 Contract provisions to legal relationships under the Agreement.


 


6.1.
The following provisions of the Contract (as amended to include the
modifications made by Additional Agreement No. 1 dated August 25,
2006) 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 Agreement and Contract 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 Contract that are not indicated in Clause 6.1.
hereof shall not apply to the Parties’ legal relationships


 


7.
Responsibility of the Parties


 


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


 

















 


8.2.
This Agreement shall apply to actual relations between the Parties arising as
from June 01, 2007.


 


8.3.
This Agreement shall remain in effect for the whole duration of the Contract
unless terminated earlier by agreement of the Parties.


 


8.4.
This Agreement is an integral part of the Contract.


 


8.5.
The agreement is issued in the Russian language in two original counterparts,
one for  each Party.


 


Details
and Signatures of the Parties


 




	
  OAO Rostelecom:

  	
   

  	
  OJSC CenterTelecom:

  
	
   

  	
   

  	
   

  
	
  Legal
  address: 15, Dostoyevsky st., St. Petersburg 191002,

  	
   

  	
  Legal
  address: 23, Proletarskaya st., Khimki, Moscow Region 141400

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  General Director

  	
   

  	
  General Director

  
	
                              
  D.Ye. Yerokhin

  	
   

  	
                                      V.A. Martirosyan

  
	
  «      »
                          2007

  	
   

  	
  “      ”
                          2007

  
	
  Seal
  here

  	
   

  	
  Seal
  here

  






 


 

















 


Appendix No. 1


to Additional Agreement No. 2


dt.                  2007


 


Acceptance Act for Services Rendered


under Additional Agreement No. 2


to Contract  No. 6479/05-DO(749-05-23) dated January 01,
2006.


for                             
month


 


This
Act is drawn up between Rostelecom, Open Joint-Stock Company for Long-Distance
and International Telecommunications, hereinafter, “Rostelecom”, represented by
                                                             ,
acting on the basis of the Power of Attorney dated                             
No.              ,
on the one part, and Open Joint-Stock Company Central Telecommunication Company
(OJSC CenterTelecom), referred to as “Operator” hereinafter, represented by
                                                                                               
               
acting on the basis of                                                                               
, hereinafter collectively referred to as “Parties”, to certify that Rostelecom
has rendered to Users Telecommunication 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, roubles

  	
   

  	
  Including VAT, roubles

  	
   

  	
  Cost of Operator’s services, % of Revenue earned

  	
   

  	
  Amount of payment for Operator’s services

  (gr. 3 x 5)

  	
   

  	
  Including VAT (18%), roubles

  	
   

  
	
  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
  CenterTelecom:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
                                200  

  	
   

  	
                                200  

  
	
  Seal
  here

  	
   

  	
  Seal
  here

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  OAO Rostelecom:

  General Director

  	
   

  	
  OJSC CenterTelecom:

  General Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
                              
  D.Ye. Yerokhin

  	
   

  	
                                      V.A. Martirosyan

  
	
  «      »
                          2007

  	
   

  	
  «      »
                          2007

  
	
  Seal
  here

  	
   

  	
  Seal
  here