Exhibit 4.37


 


AGENCY
AGREEMENT NO. 35-06-23


 


	
  City
  of Moscow

  	
   

  	
  November 1, 2006

  



 


                This Agreement is entered into
by and between Rostelecom, Open Joint-Stock Company for Long-Distance and
International Telecommunications, hereinafter, “Rostelecom”, represented by OAO
Rostelecom General Director D.Ye. Yerokhin, authorized to act by the Charter,
on the one part, and “North-Western Telecom”, Open Joint-Stock Company,
hereinafter referred to as the “Operator”, represented by General Director V.A.
Akulich, authorized to act by the Charter, on the other part, hereinafter
collectively referred to as the “Parties”, as follows:


 


SECTION I.
GENERAL PROVISIONS


 


1.         TERMS AND DEFINITIONS


 


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


 


1.1.                  “Agreement”
means the Agreement including all Appendices, Revisions, Addenda and Additional
Agreements.


 


1.2.                  “Associated
Operator” means a telecommunications operator who meets all
of the following criteria:


 


                                      1.                                                 (i) its
telecommunications network is connected to the Operator’s network at a local or
a zonal level, or


 


                                                                                                (ii) a
Telecommunications operator whose telecommunication network is connected to
another telecommunications operator’s network which is connected to the
Operator’s network at a local or a zonal level,


 


                                      2.                                                 Any
long-distance and international traffic generated inside such operator’s
network is routed via the Operator’s network and Rostelecom network,


 


                                      3.                                                 Such operators
provide their users with access to long-distance and international telephone
communication service offered by Rostelecom


 


4.                                                   Such operator is not a
telecommunication operator whose telecommunication network is connected to the
Operator’s network on the local or zonal level, in respect of whose Users the
Operator performs legal and actual acts pursuant to Clause 2 of Contract No. 03-01-1035
dated December 12, 2005 executed by the Parties.


 


1.3.                  “Users” (“Subscribers”)
shall mean legal entities and individuals ordering and (or) using Rostelecom’s
telephone services via the Operator or via a telecommunication operator whose
telecommunication network is connected to the Operator’s network on the local
or zonal level, in respect of which legal entities and individuals the Operator
performs legal and actual acts pursuant to Clause 2 hereof.


 


1.4.                  “Reporting
period” means a calendar month during which Telecommunication
Services were rendered to the Users”.


 

















 


2.         SUBJECT MATTER


 


2.1.                  Pursuant to this Agreement,
the Operator undertakes to perform the following legal and other acts, on
behalf and at the expense of Rostelecom:


 


2.1.1.                     Enter into agreements, on
behalf of Rostelecom, using one of the forms (Form 1 or Form 2)
provided in Appendix No. 1 hereto, with each of Associated Operators,
except as expressly provided for in paras 6.2., 6.7. and 6.9. below.


 


2.1.2.                     Enter, on behalf of
Rostelecom, using the form provided in Appendix No. 2 hereto, agreements
for provision, by Rostelecom, of long-distance and international
telecommunication services, with Users which may apply to Operator for such
agreements, by means of a single document.


 


2.1.3.                     Where required in connection
with the entering into agreements referred to in para. 2.1.1. above, negotiate
with all Associated Operators to agree on the terms and conditions of
agreements provided in Appendix No. 1 hereto, and generally to do anything
as may be necessary to assure that such agreements are entered into with
Associated Operators.


 


·                  activities for sale of services to Users —
from the first contact to through contract execution;


 


·                  provision to a potential User of necessary
information related to rendering of long-distance and international
telecommunication services;


 


·                  selection of a tariff plan;


 


·                  contract execution.


 


3.         GENERAL REQUIREMENTS TO THE FULFILLMENT OF THE COMMISSION


 


3.1.                  Agreements with Associated
Operators as referred to in para. 2.1.1. above shall be entered into with each
of the Associated Operators, except as expressly provided for in paras 6.2.,
6.7. and 6.9. below, and further with the exception of:


 


3.1.1.                     Associated Operators whose
telecommunication networks are effectively connected to the Operator’s network
as of the effective date of this Agreement — until the moment when a network
connection agreement is entered into between the Operator and the respective
Associated Operator whereby the Associated Operator shall provide the call
initiation service to the Operator in accordance with the “Network connection and
interaction regulations” approved by Resolution of the Russian Government No. 161
dt. 28.03.2005, in connection with the long-distance and international
telecommunication services provided by Rostelecom to Associated Operators’
Users;


 


3.1.2.                     other Connection Operators,
with the exception of those referred to in para. 3.1.1. — concurrently with a
network interconnection agreement being entered into between the Operator and
respective Associated Operator whereby the Associated Operator shall provide
the call initiation service to the Operator in accordance with the “Network  interconnection and interaction regulations”
approved by Resolution of the Russian Government No. 161
dt. 28.03.2005, in connection with the long-distance and international
telecommunication services provided by Rostelecom to Associated Operators’
Users.


 


3.2.                  Where a Form 1 or a Form 2
agreement referred to in para. 2.1.1. is entered into with Associated
Operators, the Operator shall not depart from the terms and conditions of such
agreements as stated in Form 1 or Form 2, respectively, of Appendix No. 1
hereto. If a Associated Operator refuses to enter into an agreement on terms
and conditions set forth in Form 1 or Form 2 of Appendix No. 2
to this Agreement, proposing amendments to such terms and conditions, the
Operator shall not agree to such amended terms and conditions without
Rostelecom’s prior written consent.


 


 


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3.3.                  Where an agreement referred
to in para. 2.1.2 is entered into with Users, the Operator shall not depart
from the terms and conditions of such an agreement as set forth in Appendix No. 2
hereto.


 


SECTION II. ENTERING INTO AGREEMENTS WITH ASSOCIATED OPERATORS


 


4.         AGREEMENT OFFERINGS


 


4.1.                  Within fifteen (15) days after
the effective date of this Agreement, the Operator shall submit to Rostelecom a
list of Associated Operators (see Appendix No. 4) specifying trade name,
legal and actual address, based on information available with the Operator,
with which agreements are to entered into using forms provided in Attachment No. 1.


 


4.2.                  Within ten (10) days
after the effective date of this Agreement, Rostelecom shall issue a certified
power of attorney to the Operator authorizing the latter to perform actions
described in para. 2.1 hereof. Such power of attorney shall be with the right
of sub-delegation.


 


4.3.                  Within ten (10) days
after receipt of the power of attorney from Rostelecom as referred to in para.
4.2. above, the Operator shall send each Associated Operator a cover letter
with a binding offer prepared based on Form 1 and a binding offer prepared
based on Form 2 as provided in Appendix No. 1 hereto (hereinafter
collectively the “Offers” and separately “Offer”) attached, each in three
counterparts. Each counterpart of the Offers so given shall be signed by the
Operator’s authorized signatory. Also, a copy of the power of attorney referred
to in para. 4.2. shall be enclosed with the Offers of this Agreement.


 


4.4.                  A cover letter to the
Associated Operator referred to in para. 4.3. above shall contain the
following:


 


4.4.1.                     An offer to the Associated
Operator to accept either of the proposed Offer options (Form 1 or Form 2),
at the Associated Operator’s discretion.


 


4.4.2.                     a reasonable time period for
the acceptance of the Offer. Such time period shall be determined by the
Operator at its discretion, provided that it shall not exceed thirty (30) days
after the date on which the Offers are sent to the Associated Operator.


 


4.4.3.                     Acceptance
format requirements as defined in para. 5.1 below of this Agreement.


 


4.5.                  Within three (3) business
days after expiration of the time period referred to in para. 4.3, The Operator
shall submit a report on sent offers to Associated Operators by e-mail in the Excel
                     
e-mail format or by fax No.                       


 


5.                          ACCEPTANCE


 


5.1.                  An acceptance
of a Offer by a Associated Operator shall only be acknowledged by the Operator
if executed in the following manner and with the time period allowed for such
acceptance in the cover letter pursuant to para. 4.4.1 above, and in particular
provided that:


 


·      the Associated Operator submitted two
counterparts of accepted Offer signed by an authorized representative of the
Associated Operator and verified with the Associated Operator’s seal.


 


5.2.                  If the Associated Operator
accepts one of the Offers sent to it, one counterpart of the binding agreement
signed by the Operator and the Associated Operator shall be submitted to
Rostelecom within five (5) business days after the date on which such
documents are received by the Operator from the Associated Operator.


 


5.3.                  This Agreement may provide
for circumstances (see Article 6 below) in which the Operator may be
obligated to acknowledge acceptance of a Offer executed in a manner inconsistent
with the provision of para. 5.1 above of this Agreement.


 


3

















 


6.         NO ACCEPTANCE


 


6.1.                  If a Associated Operator to
whom Offers were given does not accept either of them, then, pursuant to the
terms and conditions stated in Article 5 of this Agreement, the Operator
shall notify Rostelecom to that effect within time frames referred to in paras
6.2, 6.7, 6.9 below and shall concurrently provide Rostelecom with the
following information:


 


·                  Associated Operator’s trade name;


 


·                  Associated Operator’s legal and physical
addresses;


 


·                  Names of contact persons;


 


·                  Grounds or reasons for disagreement, if the
Associated Operator submitted a letter to the Operator stating reasons for its
disagreement with the proposed agreement;


 


·                  Contact telephones, faxes, e-mail address.


 


6.2.                  If within the time period
provided for acceptance of the Offer by a Associated Operator, the Operator
receives a message from the Associated Operator stating its refusal to enter
into the agreement or its intent to enter into an agreement whereof subject
matter is different from that stated in Form 1 or Form 2 of Appendix No. 1,
or if no message related to the Offer is received by the Operator or
Rostelecom, the Operator shall notify Rostelecom to that effect within three (3) business
days after the expiration of the time period provided for acceptance by the
Associated Operator. The Operator shall be discharged from its agency
obligations with respect to the relevant Associated Operator as from the moment
when the information referred to in para. 6.1. is sent to Rostelecom.


 


6.3.                  If within the time period
provided for acceptance of the Offer by a Associated Operator, the Operator
receives a message from the Associated Operator stating its willingness to
enter into the agreement on terms and conditions (other than subject matter)
different from those stated in Form 1 or Form 2 of Appendix No. 1,
i.e. a counter-offer, the Operator shall notify Rostelecom to that effect
within three (3) business days after the expiration of the time period
provided for the acceptance by the Associated Operator.


 


6.4.                  Within ten (10) days
after receipt of notice from the Operator as referred to in para. 6.3.,
Rostelecom shall notify the Operator of its full or partial consent or refusal
to give consent to the Associated Operator’s counter-proposals.


 


6.5.                  If full consent to the
Associated Operator’s counter-proposals is given by Rostelecom, the Operator
shall accept the Associated Operator’s counter-offer; in case of Rostelecom’s
partial consent or refusal to give consent to the Associated Operator’s
counter-proposals, the Operator shall negotiate with the Associated Operator to
agree on the terms and conditions of the Offer which were not accepted by the
Associated Operator. Maximum duration of such negotiations shall not exceed
fifteen (15) days after their commencement date. The Operator shall notify
Rostelecom of the results of such negotiations within three (3) business
days after their completion. If as the result of such negotiations the
Associated Operator gave full consent to the terms and conditions of the Offer
based on either Form 1 or Form 2 as provided in Appendix No. 1
and accepted such Offer, the Operator shall, concurrently with the negotiations
results notice, submit documents referred to in para. 5.2 above to Rostelecom
of this Agreement.


 


6.6.                  If as the result of such
negotiations, the Associated Operator did not give full consent to the terms
and conditions of the Offer based on either Form 1 or Form 2 as
provided in Appendix No. 1, Rostelecom shall within five (5) business
days after receipt of the negotiations result notice from the Operator as
provided for in para. 6.5. above, shall resolve upon whether entering into an 


 


4

















 


agreement with the Connected  Operator on the terms and conditions proposed
by the latter (i.e. acceptance of counter-offer) is possible.


 


6.7.                  If Rostelecom notifies the
Operator within the time period referred to in para. 6.6. above of its
willingness to enter into the agreement on the terms and conditions proposed by
the Associated Operator, the Operator shall enter into an agreement with the
Associated Operator on  the terms and
conditions agreed upon as the result of negotiations, accept the Associated
Operator’s counter-offer and submit originals of executed agreement and/or
documents evidencing the entering into such agreement with the Associated
Operator on such terms and conditions within three (3) business days. If
Rostelecom notifies the Operator within the time period referred to in para.
6.6. above of its decision not to enter into the agreement on the terms and
conditions proposed by the Associated Operator, the Operator shall be relieved
from its agency obligations with respect to the relevant Associated Operator as
from the moment of receipt of such notice.


 


6.8.                  If within the time period
provided for the acceptance of the Offer by the Associated Operator the latter
gives full and unconditional acceptance of the Offer whether based on Form 1
or Form 2, but other than in compliance with the Offer acceptance
requirements set forth in Article 5, the Operator shall notify Rostelecom
to that effect within three (3) days after receipt of such acceptance of
the Offer from the Associated Operator. Rostelecom shall, within three (3) days
after receipt of such notice from the Operator, determine whether such
acceptance is to be considered valid and sufficient and shall notify the
Operator of such a determination.


 


If the Associated Operator gives full and unconditional acceptance of
the Offer whether based on Form 1 or Form 2, but with a delay of not
more than 30 days, and provided no other breach of Offer acceptance
requirements exists, Rostelecom shall determine that such acceptance is to be
considered valid and sufficient, and shall take action described in para. 6.9
below.


 


6.9.                  If Rostelecom determines
acceptance to be valid and sufficient, the Operator shall, within three (3) business
days after receipt of a notice from Rostelecom stating such determination,
submit documents to Rostelecom evidencing the entering into an agreement on
terms and conditions as set forth in Form 1 or Form 2 of  Appendix No. 1 to this Agreement. If
Rostelecom determines acceptance by the Associated Operator to be invalid
and/or insufficient, the operator shall, within three (3) business days
after receipt of a notice from Rostelecom stating such determination, give a
message to the Associated Operator requiring it to give acceptance on the terms
and conditions provided in para. 5.1 above. If the Operator does not receive
from the Associated Operator acceptance of the Offer on the above terms and
conditions and before expiration of the time period provided for such
acceptance, the Operator shall be relieved from its agency obligations with
respect to the relevant Associated Operator.


 


SECTION III. CONCLUDING AGREEMENTS WITH USERS


 


7.         CONCLUDING AGREEMENTS WITH USERS


 


7.1.                  Whenever any User (or its
properly authorized representative) applies to the Operator for an agreement
for provision by Rostelecom of long-distance and international
telecommunications service, the Operator shall forthwith enter into an
agreement with such User in accordance with the form provided in Appendix No. 2
to this Agreement.


 


7.2.                  The agreement with the User
is signed in three copies and sealed with the stamps of its parties. One of the
copies shall be given to the respective User while the other copy shall be sent
to Rostelecom within five (5) days following the execution of such contract.


 


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SECTION IV. MISCELLANEOUS


 


8.         AGENCY FEE AND REIMBURSEMENT OF AGENT’S EXPENSES


 


8.1.                  In consideration of
performance, by the Operator, of its agency obligations hereunder, Rostelecom
shall pay agency fees to the Operator as follows:


 


8.1.1.           For each agreement entered into with a Associated
Operator pursuant to para. 2.1.1. of this Agreement, Rubles twenty thousand
(20,000) if the agreement is entered into in accordance with Form 1 of
Appendix No. 1, or Rubles forty thousand (40,000) if the agreement is
entered into in accordance with Form 2 of Appendix No. 1, provided
that:


 


a) the agreement is entered into by the Operator on the terms and
conditions set forth in respective forms (Form 1 or Form 2) provided
in Appendix No. 1 hereto, or


 


b)
the agreement is entered into by the Operator on terms and conditions different
from those set forth in Appendix No. 1 hereto, based on a determination
made by Rostelecom in accordance with paras 6.6. and 6.7.


 


The fee is stated net of VAT which shall be calculated at a rate
applicable at the time when appropriate invoice is issued


 


8.1.2.           For each agreement entered into with a User pursuant
to para. 2.1.1 of the Agreement, a lump sum of Rubles five hundred (500) net of
VAT calculated at the rate valid at the moment of the relevant invoice.


 


8.2.                  Rostelecom further
undertakes to reimburse the Operator for any properly evidenced expenses
incurred by it in connection with performance of its agency obligations hereunder.


 


9.         REPORTS AND MUTUAL SETTLEMENTS PROCEDURE


 


9.1.                  The Parties shall effect
settlements on basis of the approved Report indicated in Appendix 3 hereto.


 


9.2.                  Before the 5th day of each
month, the Operator shall submit to Rostelecom a Report evidencing performance
of the agency assignment of the previous month (“Reporting
period”).  The Report shall
list the contracts with Associated Operators and Contracts with Users entered
into by the Operator within the Reporting period subject to the terms and conditions
indicated in paras 8.1.1. and 8.1.2. hereof. These documents shall also be
supported by originals of source documents evidencing expenses incurred by the
Operator to perform its agency commission hereunder.


 


9.3.                  Within ten (10) days
following the receipt of the Report from the Operator, Rostelecom shall verify
and, provided that it has no objections, approve the Report and submit it to
the Operator.


 


9.4.                  If there are any objections
Rostelecom, within ten (10) days following the receipt of the Report from
the Operator, shall submit those objections to the Operator following which the
Parties shall hold negotiations in order to resolve the objections.


 


9.5.                  Within 5 days following the
receipt of the approved Report, the Operator shall issue an invoice for
Rostelecom. A copy shall be sent by fax while the original shall be sent by
mail. The date of receipt of the facsimile copy shall be deemed the date of
receipt of the invoice.


 


9.6.                  Within 10 days following the
receipt of the invoice,  Rostelecom shall
pay to the Operator, on basis of the approved Report, the fee calculated  in accordance with para. 8.1. and shall
reimburse the Operator for  any and all
properly evidenced expenses incurred by the Operator in connection with
performance of its agency commission hereunder during the Reporting period.


 


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10.      RESPONSIBILITY OF PARTIES


 


10.1.            The Parties shall be held
responsible for their failure to perform, or improper performance, of their
respective obligations hereunder in the manner and within the scope as provided
for by the applicable law of the Russian Federation and this Agreement.


 


10.2.            Indemnity shall be given for
actual damage inflicted upon the other Party by the Party’s failure to perform
or improper performance of its obligations hereunder.


 


10.3.            If either Party breaches any
deadline for the performance of its obligations hereunder, or performs such
obligations in an unsatisfactory manner, the delinquent Party shall pay the
other Party, upon the latter’s request, a penalty of 0.01% of the total agency
fee specified in paras 8.1.1 and 8.1.2. above in respect of the calendar month
during which such breach occurred, for each day of a delay with proper
performance of its obligations, but not more than 10% of such agency fee
amount.  The penalty shall be paid within
10 days after receipt of an appropriate request from the other Party.


 


11.       CONFIDENTIALITY


 


11.1.            The entire relationship of
the Parties hereunder shall be subject to the confidentiality terms and
conditions as set forth in the Confidentiality Agreement No.               
entered into by the Parties on                           .


 


11.2.            Any exchange of information
between the Parties hereunder shall be in a manner which shall allow for it to
be kept in confidence in accordance with the Confidentiality Agreement
Provisions.


 


12.      EFFECTIVE PERIOD AND TERMINATION PROVISIONS


 


12.1.            This Agreement is entered
into for one year and shall take effect from the moment when it is signed by
the Parties. If neither Party announces termination of this Agreement thirty
(30) calendar days before its stated expiration, this Agreement shall be
automatically extended for each subsequent year. There shall not be any limit
to the number of periods for which this Agreement may be extended. The Parties
agree that the terms and conditions of this Contract shall apply to their
relationships arising as from January 01, 2006.


 


12.2.            Early termination of this
Agreement shall be possible upon mutual consent of the Parties or for other
causes provided for by the applicable law of the Russian Federation.


 


12.3.            Upon termination of this
Contract, the Parties shall settle mutual accounts within thirty days after the
termination date.


 


13.      MISCELLANEOUS


 


13.1.            This Agreement is prepared
in two counterparts of equal legal effect, one counterpart for each Party.


 


13.2.            Neither Party shall assign
any of its rights and obligations hereunder within prior written consent of the
other Party.


 


13.3.            Each Party acknowledges the
other Party’s rights to all brands, trademarks and names and covenants not to
make any use thereof within prior written consent. The covenants undertaken
herein shall survive termination of this Agreement.


 


13.4.            Authority to enter into
agreements with Associated Operators in accordance with the form provided in
Attachment No. 1 shall not be delegated to any third parties within
Rostelecom’s consent.


 


13.5.            Any notices and
communications may be given by the Parties via facsimile, electronic mail,
registered mail or courier delivery service with receipt acknowledged.  A delivery confirmation generated by
appropriate e-mail software or, in case of facsimile transmission of a notice,
a copy 


 


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of the notice with sender’s fax machine stamp
(report) evidencing normal transmission to proper telephone number, shall be
sufficient evidence of delivery.


 


13.6.            Appendix List:


 


Appendix No. 1 Agency Agreement Forms (Form 1 and Form 2).


 


Appendix No. 2 Form of agreement for provision of
long-distance and international telecommunications by Rostelecom.


 


Appendix No. 3 Operator’s Agency Report.


 


Appendix No. 4 List of Associated Operators


 


13.7.            Either Party to this
Agreement may propose on amendments hereto. Any amendments and additions
properly agreed upon and executed shall constitute integral parts of this
Agreement.


 


14.                   SIGNATURES OF PARTIES


 


	
  Rostelecom

  	
   

  	
  Operator

  
	
  OAO
  Rostelecom

  	
   

  	
  OAO
  NWT

  
	
  Location: 5,
  Delegatskaya st.,

  Moscow, 127091

  	
   

  	
  Location: 26/14 B.
  Morskaya Str., 191186 St. Petersburg

  
	
  Postal
  address

  5, Delegatskaya st.,

  Moscow, 127091

  OAO Rostelecom

  	
   

  	
  Postal
  address

  26/14 B. Morskaya Str.,

  191186 St. Petersburg

  OAO North-West Telecom

  
	
  TIN: 7707049388

  	
   

  	
  TIN:

  
	
  Contact
  tel: (095) 787-2849

  	
   

  	
  Contact
  tel: (812) 719 93 24

  
	
  Telephone/fax: (095)
  787-2850

  	
   

  	
  Telephone/fax: (812) 710 62
  77

  
	
  e-mail:

  	
   

  	
  e-mail: info@nwtelecom.ru

  
	
  Acc.:  40702810800000001375 with ZAO Russian Industrial Bank,

  Moscow

  	
   

  	
  Acc.:
  40702810900300000001 with OAO AKB Svyaz-Bank,

  St. Petersburg

  
	
  BIK 044552202

  	
   

  	
  BIK 044030759

  
	
  Correspondent
  account:

  30101810500000000202

  	
   

  	
  Correspondent
  account:

  30101810200000000759

  
	
  Postal
  address of the Bank:

  building 1, 40, Schepkina st.,

  Moscow, 129110

  	
   

  	
  Postal
  address of the Bank:

  12 Baskov Lane, 181014 St. Petersburg

  
	
  OKVED
  code:

  	
   

  	
  64.20

  	
   

  	
  OKVED
  code:

  	
   

  	
  64.20

  
	
  OKPO code:

  	
   

  	
  17514186

  	
   

  	
  OKPO code:

  	
   

  	
   

  
	
  KPP
  code:

  	
   

  	
  774050001

  	
   

  	
  KPP
  code:

  	
   

  	
  7840010001

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OAO
  Rostelecom:

  	
   

  	
   

  	
   

  	
  Operator:

  	
   

  	
   

  
	
  General
  Director

  	
   

  	
   

  	
   

  	
  General
  Director

  	
   

  	
   

  
	
  OAO
  Rostelecom

  	
   

  	
   

  	
   

  	
  OAO
  NWT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  D.Ye.
  Yerokhin

  	
   

  	
   

  	
   

  	
  V.A.
  Akulich

  
	
  November 1,
  2006

  	
   

  	
   

  	
   

  	
  November 1,
  2006

  	
   

  	
   

  
	
  Seal
  here

  	
   

  	
   

  	
   

  	
  Seal
  here

  	
   

  	
   

  



 


 


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APPENDIX
NO. 1


to
Agency Agreement


No. 35-06-23 dt. November 1,
2006


 


FORMS OF AGENCY AGREEMENT


 


1.              Form 1, with calculation on
basis of revenue earned from users for services rendered;


 


2.              Form 2, with calculation on
basis of revenue accrued from users for services rendered;


 


 


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APPENDIX
NO. 2


to
Agency Agreement


No. 35-06-23 dt. November 1, 2006


 


FORM OF AGREEMENT FOR LONG-DISTANCE AND INTERNATIONAL

TELECOMMUNICATION SERVICES RENDERED BY OAO ROSTELECOM


 


 


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APPENDIX
NO. 3


to
Agency Agreement


No. 35-06-23 dt. November 1, 2006


 


Operator’s Agency Report


Under Contract No.                  
dt.


for                     
month (reporting period) of                  


 


Form 1. Operator’s Report on
Telecommunications agreements entered into with Users during the Reporting
period pursuant to para. 2.1.2. of this Agreement.


 


	
  Ref. No.

  	
   

  	
  Corporate user name (user — legal entity)

  	
   

  	
  INN

  	
   

  	
  Bill-to party’s unique identifier (to fill out, use algorithm
  described in notes to forms provided in Appendix No. 4 to the Assistance
  Agreement)

  	
   

  	
  Revenue earned in service provision by Rostelecom during the Billing
  Period, in RUR (net of VAT)

  	
   

  	
  Amount of discount from client tariff

  	
   

  	
  Date of Agreement conclusion

  	
   

  	
  Number of agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  



 


Form 2.
List of Associated Operators with whom agency agreements have been entered into
in the manner prescribed by para. 2.1.1. of this Agreement.


 


	
  Ref. No.

  	
   

  	
  Associated Operator’s

  trade name

  	
   

  	
  Agreement form

  	
   

  	
  Date

  of entry

  	
   

  	
  Number

  of agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


11

















 


Form 3.  Calculation of fee for contracts executed
within the reporting period in accordance with para. 2  hereof.


 


	
  Agreements entered into during
  Reporting period

  	
   

  	
  Total entered into

  during Billing Period

  	
   

  	
  Fee due for agreements

  entered into, in RUR

  	
   

  	
  Total amount,

  in RUR, net of VAT

  	
   

  
	
  With Users

  	
   

  	
   

  	
   

  	
  500

  	
   

  	
   

  	
   

  
	
  With Associated operators (form 1)

  	
   

  	
   

  	
   

  	
  20,000

  	
   

  	
   

  	
   

  
	
  With Associated operators (form 2)

  	
   

  	
   

  	
   

  	
  40,000

  	
   

  	
   

  	
   

  
	
  total

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
   

  	
   

  



 


Operator’s
fee is RUR                                                 net of VAT


VAT
amount @ 18% is RUR                                                 
..


Total
Operator’s fee is RUR                                                             including
VAT.


 


 


	
  OAO Rostelecom:

  	
   

  	
   

  	
   

  	
  Operator:

  	
   

  	
   

  
	
  General Director

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OAO Rostelecom

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  D.Ye. Yerokhin

  	
   

  	
   

  	
   

  	
  200 

  
	
   

  	
   

  	
  200 

  	
   

  	
  Seal here

  	
   

  	
   

  
	
  Seal here

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


12

















 


APPENDIX
NO. 4


to
Agency Agreement


No. 35-06-23 dt. November 1, 2006


 


List of Associated Operators


 


	
  Ref. No.

  	
   

  	
  Operator’s full name

  	
   

  	
  Operator’s trade name

  	
   

  	
  License number

  	
   

  	
  Legal address

  	
   

  	
  Physical address

  	
   

  
	
  1.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


	
  OAO Rostelecom:

  	
   

  	
   

  	
   

  	
  Operator:

  	
   

  	
   

  
	
  General Director

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  OAO Rostelecom

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  D.Ye. Yerokhin

  	
   

  	
   

  	
   

  	
  200 

  
	
   

  	
   

  	
  200 

  	
   

  	
  Seal here

  	
   

  	
   

  
	
  Seal here

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


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