Exhibit 4.17


 


AGENCY AGREEMENT No. 33-06-03


 


	
  City of

  	
   

  	
  Dated: June 9, 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.E. Yerokhin, authorized to act by the Charter, on the one
part, and “Far East Telecommunications Company”, Open Joint-Stock Company,
hereinafter referred to as the “Operator”, represented by General Director A.A.
Alekseyev, authorized to act by the Charter, 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” shall mean a telecommunications operator who meets
all of the following criteria:


 


1.
(i) Its telecommunication 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 entered in the “List of
Associated Operators” as contained in Additional Agreement No. 2 to
Agreement No. 753-05-23 dt 01.01.06 entered into between Rostelecom and
the Operator.


 


1.3.      “Users”
shall mean legal entities, including subscribers who order and/or use
telecommunications service offered by Rostelecom via the Operator.


 


1.4.      “Billing
Period” shall mean a calendar month following the month in which
agreements with Associated Operators and Users are entered into by the Operator
on behalf and at the expense of Rostelecom.


 


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. hereof.


 


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 Paragraph 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.


 


3.              GENERAL
REQUIREMENTS TO THE FULFILLMENT OF THE COMMISSION


 


3.1.      Agreements with Associated
Operators as referred to in Paragraph 2.1.1. above shall be entered into with
each of the Associated Operators, except as expressly provided for in
Paragraphs 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 an contract on interconnection 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 Associated
Operators, with the exception of those referred to in Paragraph 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 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.


 


3.2.      Where a Form 1 or a Form 2
agreement referred to in Paragraph 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 the Associated Operator refuses to enter into an agreement on terms
and conditions set forth in Form 1 or Form 2 of Appendix No. 1
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.


 


3.3.      Where an agreement referred to
in Paragraph 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 power of
attorney to the Operator authorizing the latter to perform actions described in
Paragraph 2.1 above. of this Agreement. Of this Contract 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
Paragraph 4.2. above, the Operator shall send each Associated Operator a cover
letter with an offer prepared based on Form 1 and an 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 Paragraph 4.2. hereof shall be enclosed with the Offers.


 


4.4.      A cover letter to the
Associated Operator referred to in Paragraph 4.3. above shall at all times
contain the following:


 


2

















 


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 Paragraph 5.1 hereof.


 


4.5.      Within three (3) business
days after expiration of the time period referred to in Paragraph 4.3, the
Operator shall submit a report on Offers sent to Associated Operators, which
report shall be sent by e-mail as an Excel attachment to kreker@khb.rt.ru or by
fax to No. (4212)30-57-09 in the format
provided in Appendix No. 3.


 


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 Paragraph 4.4.1 hereof, 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 Paragraph 5.1 hereof.


 


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
Paragraphs 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 the 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
commission with respect to the relevant Associated Operator as from the moment
when the information referred to in Paragraph 6.1. is sent to Rostelecom.


 


6.3.      If within the time period
provided for acceptance of the Offer the 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 Paragraph 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.


 


3

















 


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 Paragraph 5.2 hereof 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 Paragraph 6.5. hereof, above, shall resolve upon whether
entering into an 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 Paragraph 6.6. hereof 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
Paragraph 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 commission 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 Paragraph 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 Paragraph 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 commission with
respect to the relevant Associated Operator.


 


4

















 


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
counterpart is given to the relevant User, and another one is forwarded to
Rostelecom within five (5) days after the date on which such  agreement is entered into and in any case not
later than on the 1st day of the month following the month in which
such agreement was signed with the User.


 


SECTION IV.  MISCELLANEOUS


 


8.              AGENCY FEE AND REIMBURSEMENT
OF AGENT’S EXPENSES


 


8.1.      In consideration of performance,
by the Operator, of its agency commission 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 Paragraph
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 Paragraphs 6.6. and 6.7.


 


The
fee is specified 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 Paragraph 2.1.2 of this Agreement, a lumpsum fee
of Rubles 300 plus 5% of paid bills for Rostelecom’s services provided over
three full calendar months of the agreement effective period, net of VAT which
shall be calculated at a rate applicable at the time when appropriate invoice
is issued.


 


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


 


9.              REPORTS AND MUTUAL
SETTLEMENTS PROCEDURE


 


9.1.      Mutual settlements shall be
effected on a monthly basis, pursuant to this Agreement and on the basis of the
Operator’s Agency Report (the “Operator’s Report”) substantially in the form
provided in Appendix No. 3.


 


9.2.      The Operator shall, before the
8th day of the Billing Period, submit the Operator’s Report,
together with a bill and invoice, to Rostelecom. These documents shall also be
supported by originals of source documents evidencing expenses incurred by the
Operator to perform its agency commission hereunder. Copies of the Operator’s
Report, bills and invoices shall be given to Rostelecom by a facsimile
transmission with the receipt confirmation report, while original documents
shall be sent by registered mail with receipt acknowledged. The date of
facsimile transmission shall be the effective date of documents delivery.


 


9.3.         Rostelecom shall
review the documents submitted by the Operator and, provided it does not have
any objections, shall approve the Operator’s Report within two (2) business
days after the receipt of the Operator’s Report. If Rostelecom has objections
against the documents submitted by the Operator, Rostelecom shall give written
notice to the Operator of such objections within two (2) business days after
receipt of documents by facsimile. In any such case, Rostelecom shall approve
the Operator’s Report with such objections. A copy of the approved Operator’s
Report


 


5

















 


shall be given to the Operator
by facsimile, while original documents shall be sent by registered mai with
receipt acknowledged.


 


9.4.         Rostelecom shall,
within ten (10) days after approval of the Operator’s Report, pay the
Operator agency fee calculated in accordance with Paragraph 8.1. hereof, 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. If the Operator’s Report is
approved with objections, payment shall be limited to the uncontested amount.


 


9.5.         To eliminate
objections against the documents submitted by the Operator, 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. Based on the results of such reconciliation, the
Parties shall execute a Report of reconciliation of mutual accounts (the “Reconciliation
Report”) and, where necessary, shall adjust payments due for future Billing
Periods. By signing the Reconciliation Report between the Parties, Rostelecom
shall acknowledge approval of the Operator’s Report.


 


9.6.         Quarterly and
upon necessity Rostelecom and the Operator perform the inspection of mutual
settlements. The Reconciliation Report of Mutual Settlements is drawn up by the
penaltyed party in two counterparts and signed by the authorized
representatives of the Parties. The Party to which a Reconciliation Report is
given shall either sign the Reconciliation Report or raise objectives regarding
reliability of the information contained therein within twenty (20) days after
the date on which the Reconciliation Report is sent.


 


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 Paragraphs 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. 37-06-30 entered into by
the Parties on                           2006.


 


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 rights
and obligations of the Parties arise from the moment of the ratification by the
competent authorities of the Parties if such decision is required by the current
law of the Russian Federation.


 


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.


 


6

















 


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 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.   List of Appendices:


 


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 amendments hereto. Any amendments and addenda properly agreed upon
and executed shall constitute integral parts of this Agreement.


 


14.       SIGNATURES OF PARTIES


 


	
  For Rostelecom

  	
   

  	
  For Operator

  
	
  OAO Rostelecom

  	
   

  	
  OJSC Dalsvyaz

  
	
  Legal address:

  	
   

  	
  Legal address:

  
	
  OAO Rostelecom

  	
   

  	
  OJSC Far East Telecommunications Company

  
	
  5, Delegatskaya st., 127091, Moscow

  	
   

  	
  57, Svetlanskaya st., 690950, Vladivostok

  
	
  Postal address:

  	
   

  	
  Postal address:

  
	
  OAO Rostelecom Far East Branch

  	
   

  	
  OJSC Far East Telecommunications Company

  
	
  680000, Khabarovsk, Pushkina  ST., 23

  	
   

  	
  690950, Vladivostok, Svetlanskaya st., 57

  
	
  TIN: 7707049388

  	
   

  	
  TIN: 2540014227

  
	
  KPP 272102001

  	
   

  	
  KPP 99775001

  
	
  OGRN 1027700198767 dt. 09.09.2002

  	
   

  	
  OGRN 1022501276159 dt. 06.09.2002

  
	
  OKPO 04856442

  	
   

  	
  OKPO 01163193

  
	
  OKVED 64.20

  	
   

  	
  OKVED 64.20.11

  
	
  OKONKh 52300

  	
   

  	
  OKONKh 52300

  
	
  Bank: Dalnevostochny Bank of Russian Savings Bank,

  	
   

  	
  Bank: Primorskoye Branch of Savings Bank No. 8635,

  
	
  Ext. office No. 064, Khabarovsk

  	
   

  	
  Vladivostok

  
	
  BIK 040813608

  	
   

  	
  BIK 040507601\

  
	
  Acc. 40702810070000100631

  	
   

  	
  Acc. 40702810150020101065

  
	
  Correspondent  Acc. 30101810600000000608

  	
   

  	
  Correspondent Acc. 30101810800000000601

  
	
  Telephone: (4212) 30-44-78

  	
   

  	
  Telephone: (4232) 22-23-84

  
	
  Fax: (4212) 30-57-09, 23-37-21

  	
   

  	
  Fax: (4232) 40-80-30

  
	
  E-mail: dvf@khb.rt.ru

  	
   

  	
  E-mail:  dsv@dsv.ru

  



 


7

















 


	
  For Rostelecom :

  	
  For
  Operator:

  
	
   

  	
   

  
	
  General Director

  	
  General
  Director

  
	
  OAO Rostelecom

  	
  OJSC
  Dalsvyaz

  
	
   

  	
   

  
	
   

  	
  D.Ye. Yerokhin

  	
   

  	
  A.A. Alekseyev

  
	
  Date:
                                        
  2006

  	
  Date:
                                        
  2006

  
	
  Seal here

  	
  Seal here

  
				



 


8

















 


APPENDIX NO. 3


to Agency Agreement


No.                dt.               2005


 


 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 Paragraph 2.1.2. of this Agreement.


 


	
  Number
  of agreements entered into with 

  Telecommunication Services Users

  	
   

  	
   

  	
   

  	
  Legal
  entities

  	
   

  	
  Total

  
	
  Number of agreements as of the
  beginning of the Reporting Period

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Number of agreements entered into
  in the Reporting Period

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Number of agreements entered as
  of the end of the Reporting Period

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Form 2.
Operator’s
Report on Agency Agreements entered into with Associated Operators during the
Reporting Period pursuant to para 2.1.1. of this Agreement.


 


	
   

  	
   

  	
  Number
  of agreements entered into with Associated Operators

  	
   

  	
  total

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Form 1
  (Appendix 1)-based

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.1.

  	
   

  	
  Number of agreements entered as
  of the beginning of the Reporting Period

  	
   

  	
   

  
	
  1.2.

  	
   

  	
  Number of agreements entered into
  in the Reporting Period

  	
   

  	
   

  
	
  1.3.

  	
   

  	
  Number of agreements entered as
  of the end of the Reporting Period

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Form 2
  (Appendix 1)-based

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.1.

  	
   

  	
  Number of agreements entered as
  of the beginning of the Reporting Period

  	
   

  	
   

  
	
  2.2.

  	
   

  	
  Number of agreements entered into
  in the Reporting Period

  	
   

  	
   

  
	
  2.3.

  	
   

  	
  Number of agreements entered as
  of the end of the Reporting Period

  	
   

  	
   

  
	
  3.

  	
   

  	
  Total
  number of agreements with Associated Operators entered into during the
  Reporting Period

  	
   

  	
   

  



 


Form 3. List of Associated Operators with whom agency agreement
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

  
	
       

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
        

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
      

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Form 4. Determination of fee for agreements entered into with
Users – Legal Entities during the Reporting Period


 


 


9

















 


	
  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)

  	
   

  	
  Income

  earned in

  service

  provision by

  Rostelecom

  during the

  Reporting

  Period, in

  RUR (net of

  VAT)

  	
   

  	
  Agency fee

  fixed

  component,

  RUR

  	
   

  	
  Agency fee

  variable

  component, 

  %

  	
   

  	
  Agency fee

  variable

  component,

  RUR

  	
   

  	
  Agent’s fee,

  RUR (net of

  VAT)

  	
   

  
	
  1

  	
   

  	
  OOO Ptitsefabrika (example)

  	
   

  	
  785425254

  	
   

  	
  565475856

  	
   

  	
  150,000

  	
   

  	
  300

  	
   

  	
  5

  	
  %

  	
  7 500

  	
   

  	
  7 800

  	
   

  



 


Form 5. Number
of agreements entered into during the Reporting Period pursuant to para 2.1.1. and
2.1.2. hereof


 


	
  Agreements entered into

  during Reporting Period

  	
   

  	
  Total
  entered into

  during Reporting

  Period

  	
   

  	
  Fee due for
  agreements

  entered into, in RUR

  	
   

  	
  Total
  amount,

  in RUR,net of

  VAT

  
	
  With Users

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  With Associated Operators

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Operator’s
fee is RUR                                               
net of VAT


VAT
amount @ 18% is RUR                                                 
..


Total Operator’s fee is RUR                                     
including VAT


 


	
  For Rostelecom :

  	
  For
  Operator:

  
	
   

  	
   

  
	
  General Director

  	
  General
  Director

  
	
  OAO Rostelecom

  	
  OJSC
  Dalsvyaz

  
	
   

  	
   

  
	
   

  	
  D.Ye. Yerokhin

  	
   

  	
  A.A. Alekseyev

  
	
  Date:
                                    
  2006

  	
  Date:
                                      
  2006

  
	
  Seal here

  	
  Seal here

  
				



 


10

















 


APPENDIX NO. 4


to Agency Agreement


No.                dt.               2005


 


List of Associated Operators


 


 


	
  Ref. No.

  	
   

  	
  Operator’s
  full 

  name

  	
   

  	
  Operator’s
  trade 

  name

  	
   

  	
  License 

  number

  	
   

  	
  Legal
  address

  	
   

  	
  Physical 

  address

  
	
  1.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  For Rostelecom :

  	
   

  	
  For
  Operator:

  
	
   

  	
   

  	
   

  
	
  General Director

  	
   

  	
  General
  Director

  
	
  OAO Rostelecom

  	
   

  	
  OJSC
  Dalsvyaz

  
	
   

  	
   

  	
   

  
	
   

  	
  D.Ye. Yerokhin

  	
   

  	
   

  	
  A.A. Alekseyev

  
	
  Date:                                       2006

  	
   

  	
  Date:                                    2006

  
	
  Seal here

  	
   

  	
  Seal here

  
					



 


11