Exhibit 4.19.2


 


Additional Agreement No. 2


To Agreement between OAO Rostelecom and OJSC Dalzvyaz


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


 


	
  Moscow

  	
  Dated August 10, 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 “Dalsvyaz”, an Open Joint-Stock Company, hereinafter referred to as
the “Operator”, represented by General Director Anton
Yuryevich Kolpakov, 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 Additional
Agreement”) on the incorporation of the below-listed amendments to the
Agreement No. 753-05-23 entered into by the Parties on January 01,
2006 (hereinafter, “the Agreement”), as follows:


 


1.
Modification of Agreement.


 


The Parties agree to:


 


1.1.
Clause 1.6 of the Agreement shall be supplemented with a paragraph as follows:


 


“For
the purpose of this Agreement, Users accessing Telecommunication services via
general-purpose payphones of the Operator while using Telecommunication
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 Telecommunication 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” means jointly “Long-distance
telecommunications” and “International telecommunications” rendered by
Rostelecom to the Users”.


 


                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
such Users purchase such Cards, as related to the share due to Rostelecom for
Telecommunication services rendered to Users via Payphones within the
respective Reporting period”.


 


1.4.
The table in Appendix No.2 shall be supplemented with a note as follows:


 


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


 


2.1.
“Users” shall mean users of the
Telecommunication services accessing the Telecommunication services via
Payphones and using the Telecommunication 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 Telecommunication services via Payphones
and allows the User to receive Telecommunication 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.
The Operator undertakes to give access to Telecommunication services via
Payphones.


 


3.2.
The Operator shall take account of the volume of the Telecommunication 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 access to Telecommunication services via Payphones.


 


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


 


4.1.3.
Provide Rostelecom with data on the volume and cost of Telecommunication
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 and 4 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 the Revenue earned during the respective Reporting period.
The amount of Revenue earned shall be calculated on basis of the
Telecommunication 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 Telecommunication 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
Agreement on connection No.1- PBF 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
shown 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 the Revenue earned
remitted by the Operator to Rostelecom during 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 send 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 Telecommunication services rendered by
Rostelecom via Payphones during the respective Reporting period.


 


5.3.
Rostelecom shall review the Act submitted by the Operator and, if there are no
objections, shall sign and send a copy of the Act to the Operator within five
days following the receipt of the Act by fax. Rostelecom shall issue to the
Operator a Rostelecom bill simultaneously with the sending of the Act. If there
are any objections to the Act Rostelecom shall notify the Operator of those
objections in writing within five business days following the receipt of the
Act by fax. In doing so, Rostelecom shall approve the Act with any 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 determined during the reconciliation less or
equal 1% 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 reveals any discrepancies exceeding
1% 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. If the
Parties acknowledge, 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 5.3. 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.
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 when financial resources are debited 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 Agreement


 


6.1.
The following provisions of the Agreement, as amended to include any
modifications made by Additional Agreement No. 1 dated June 09, 2006,
shall apply to relationships between the Parties hereto if those provisions do
not contradict the provisions of this Agreement and subject to certain terms
used in both in the Agreement and the 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 of this
Agreement).


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


E)
Appendices No. 3, 4, 8 and 10.


 


6.2.
Any other provisions of the Agreement that are not indicated in Clause 6.1.
herein 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 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
of June 01, 2007.


 


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


 


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


 

















 


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
  Dalsvyaz

  
	
   

  	
   

  	
   

  
	
  Legal
  address: 15, Dostoyevsky st.,

  	
   

  	
  Legal
  address: 57, Svetlanskaya,

  
	
  St.
  Petersburg, 191002

  	
   

  	
  Vladivostok,
  690950

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  General
  Director

  	
   

  	
  General
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
                               D.Ye.
  Yerokhin

  	
   

  	
                               A. Yu.
  Kolpakov

  
	
                                     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 Agreement No. 753-05-23 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 Dalsvyaz (“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
while the Operator has rendered services pursuant to para. 3.2 hereof, as
follows:


 


	
  Ref.

  No.

  	
   

  	
  Traffic,

  min

  	
   

  	
  Revenue

  earned

  including

  VAT,

  rubles

  	
   

  	
  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
  Dalsvyaz

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
                               200  

  	
   

  	
                               200  

  
	
  Seal
  here

  	
   

  	
  Seal
  here

  



 


	
  OAO Rostelecom:

  	
   

  	
  OJSC Dalsvyaz

  
	
  General Director

  	
   

  	
  General Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
                              
  D.Ye. Yerokhin

  	
   

  	
                              
  A. Yu. Kolpakov

  
	
  “      ”
                          2007

  	
   

  	
  “      ”
                          2007

  
	
  Seal
  here

  	
   

  	
  Seal
  here