Exhibit 4.34


 


AGENCY AGREEMENT No.6595/06-DO(59-06-23)


 


	
  Moscow

  	
  Dated: January 1, 2006

  



 


This Agreement is entered into by 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 Central
Telecommunications Company, Open Joint-Stock Company, hereinafter referred to
as the “Operator”, represented by OJSC CenterTelecom General Director S.V.
Pridantsev, 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”
shall mean the Agreement including all Appendices, Revisions, Addenda and
Additional Agreements.


 


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


 


1.3.     “Billing
period” – shall mean a calendar month immediately following the
Reporting period.


 


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


 


1.5.     “Associated
Operator” shall mean 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 shall not have a direct agency agreement with Rostelecom or the
Operator shall not effect settlement with users of such operator on behalf of
Rostelecom.


 


2.         SUBJECT MATTER


 


2.1.     Pursuant to this Agreement,
Rostelecom commission the Operator 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 Connection Operators to agree on the terms and conditions of


 


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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 para. 2.1.1. hereof shall be entered into with each
of the Associated Operators, except as expressly provided for in paras 6.2.,
6.7. hereof.


 


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. 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.    In the course of effecting
with Users of an agreement mentioned in Clause 2.1.2., the Operator shall be
entitled to modify, with Rostelecom’s consent, agreement terms and conditions
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 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
para. 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 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 provide a report on offers forwarded to Associated Operators in Excel
format by e-mail to the address: drcf@cf.rt.ru. or by fax No. (495-)-197-17-08/197-15-28
as per the form prescribed by Appendix No.3.


 


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5.         ACCEPTANCE


 


5.1.     An acceptance of an 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. 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) 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 an Offer executed in a manner
inconsistent with the provision of para. 5.1 above of this Agreement.


 


6.         NO ACCEPTANCE


 


6.1.     If an 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, 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-physical 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
commission 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.


 


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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
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 commission with respect to the relevant
Associated Operator as from the moment of receipt of such notice.


 


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 shall be delivered to the respective User, and another one shall be
delivered 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 immediately following the month in which such agreement with
the User was entered into, and the third one is kept with the Operator.


 


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 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.     a non-recurrent payment in
the amount of 500 rubles, VAT not included, for each agreement executed with a
User, as per Clause 2.1.2.


 


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.


 


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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 VAT 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 VAT invoices shall be given to Rostelecom by a facsimile
transmission with 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 shall be given to the Operator by facsimile, while original
documents shall be sent by registered mail 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 para. 8.1. above, 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.      RESPONSIBILITIES OF THE
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


 


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fee amount. The penalty
shall be paid within 10 days after receipt of an appropriate request from the
other Party.


 


11.      CONFIDENTIALITY


 


11.1.  Any confidentiality provisions
established by the Confidentiality Agreement shall apply in full to legal
relationships between the Parties hereto.


No. 64-06-30,
effected 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. The number of periods for
which the effect hereof can be prolonged is not limited. 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.


 


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.


 


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.


 


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14.      SIGNATURES OF PARTIES


 


	
  Rostelecom

  	
   

  	
  Operator

  
	
  OAO
  Rostelecom

  	
   

  	
  OJSC
  CenterTelecom:

  
	
  Location:
  5, Delegatskaya st.,

  	
   

  	
  Location:
  23, Proletarskaya st., Khimki, Moscow

  
	
  Moscow, 127091

  	
   

  	
  region, 141400

  
	
  Postal address

  	
   

  	
  Postal address

  
	
  5, Delegatskaya st.,

  	
   

  	
  block
  2, 6, Degtyarny cr., Moscow, 125998

  
	
  Moscow, 127091

  	
   

  	
   

  
	
  OAO Rostelecom

  	
   

  	
   

  
	
  TIN: 7707049388

  	
   

  	
  TIN: 5000000970

  
	
  Contact tel:
  (095) 787-2849

  	
   

  	
   

  
	
  Telephone/fax:
  (095) 787-2850

  	
   

  	
   

  
	
  Acc.:
  40702810800000001375 with ZAO Russian

  	
   

  	
  Acc.:
  40702810740020100852

  
	
  Industrial Bank,

  	
   

  	
  With Savings
  Bank of Russia

  
	
  Moscow

  	
   

  	
   

  
	
  BIK 044552202

  	
   

  	
  BIK:  044525225

  
	
  Correspondent
  account:

  	
   

  	
  Correspondent
  account:

  
	
  30101810500000000202

  	
   

  	
  30101810400000000225

  
	
  Postal
  address of the Bank: building 1, 40,

  	
   

  	
  Postal
  address of the Bank:

  
	
  Schepkina st., Moscow,
  129110

  	
   

  	
  19, Vavilova
  st.,

  
	
   

  	
   

  	
  Moscow, 117997

  
	
  OKVED
  code:

  	
   

  	
   

  
	
  OKPO
  code:

  	
  17514186

  	
   

  	
  OKVED
  code:

  	
  64.20

  
	
  KPP code:

  	
  774050001

  	
   

  	
  OKPO code:

  	
  01140111

  



 


 


	
  Rostelecom:

  	
   

  
	
  General Director

  	
  Operator:
  Director General

  
	
  OAO Rostelecom

  	
  OJSC
  CenterTelecom:

  
	
   

  	
   

  
	
   

  	
   

  
	
                          D.Ye.
  Yerokhin

  	
                          S.V.Pridantsev

  
	
  Dated
                  2006

  	
  Dated                    2006

  
	
  Seal here

  	
  Seal here

  



 


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