Exhibit 4.34.3


 


APPENDIX
NO. 2


to
Agency Agreement


No.  dt. January 1, 2006


 


AGREEMENT


 


on long-distance and international telecommunications


 


	
  City

  	
   

  	
  Dated:

  



 


Rostelecom,
Open Joint-Stock Company for Long-Distance and International Telecommunications
(License for provision of long-distance and international telecommunications No. 29777
dt.               
), represented by                                                     
“                                                    ”,
acting in the name and on behalf of OAO Rostelecom on the grounds of the
agreement concluded between                                   ,
and OAO Rostelecom, No.               
dt.               
hereinafter referred to as “Rostelecom”, represented by


 


                                                                                                                                                                               ,
authorized to act by Power of Attorney dt.                             
No.                                 ,
on the one part, and


                                                                                                                       ,

hereinafter referred to as the “User”,
represented by 


                                                                                                                                                                                                      ,


authorized to act by                                                                               ,
on the other part, as follows:


 


1.
DEFINITIONS:


 


1.1.
“Agreement” shall mean this Agreement on long-distance and
international telecommunications, with all Appendices and Additional Agreements
hereto.


 


1.2.
“Billing period” shall mean the calendar month starting
immediately after the month when Telecommunication Services were rendered to
Users.


 


1.3. “Parties” shall
mean Rostelecom and the User.  Rostelecom and the User can be separately referred to as “Party”


 


1.4.
“Tariff” shall mean the rate of payment for each Service provided
under the Agreement between the Parties.


 


1.5.
“Telecommunications” shall mean long-distance and
international Telecommunication Services rendered hereunder by Rostelecom to
the User using automatic service system or with the help of an operator.


 


1.6.
“User Equipment” shall mean user (terminal) equipment installed
at:                                                                                                                      .


 


Type of User Equipment:  telephone set, fax machine, data set (underscore whatever applicable).


 


User Equipment used individually or collectively (underscore
whatever applicable).


 


Subscriber number (additional subscriber number):                                                                .


 


1.7.
“Agent” shall mean                                                                               .


 


1.8.
“Regulations” shall mean Local, Intrazonal, Long-Distance and
International Telecommunication Services rendering Regulations, approved by
Resolution of the Russian Government No. 310 dt. May 18, 2005.


 


2. SUBJECT MATTER


 


2.1. Rostelecom herewith undertakes to render Telecommunications to the
User, whereas the User undertakes to effect payments for such
Telecommunications on the terms and conditions and in the manner herein stated.


 


3. TELECOMMUNICATIONS
RENDERING TERMS AND CONDITIONS


 


3.1. On entering into
this Agreement, the User shall be entitled to receive Telecommunication
Services, whereas Rostelecom shall render such services to the User, provided
this is technically practicable, and provided the User has access to
long-distance and international telecommunication services.


 


3.2. To receive the
Telecommunications via the automated service system, the User shall perform the
following course of action:  dial “8” from the User Equipment; dial OAO Rostelecom’s telephone
network selection code (if introduced); dial call party’s numbering area code;
dial call party’s subscriber number.


 


3.3. To receive the
Telecommunications via the operator, the User shall perform the following
course of action:  dial number whereby access is obtained to long-distance and
international telecommunications provided by OAO Rostelecom via operator, i.e. “07”
and/or another access number which the User can obtain via “09” inquiry
service; order long-distance or international telephone call via the operator
using instant or delayed ordering system, in accordance with the Regulations.


 


3.4. The
Telecommunications shall be deemed provided as from the moment when the
telephone connection is established as the result of the course of action
described under Paragraph 3.2. or Paragraph 3.3. above.


 


3.5. The access to
Telecommunication Services, rendered to the User from the User equipment, can
be stopped at the initiative of Rostelecom in cases, covered by para. 7.2 of
the Agreement.


 


3.6. Where technical
possibility for the rendering of the Telecommunication Services to the User is
partially unavailable, Rostelecom may limit number of call orders and call
duration or, where such technical possibility for the


 


Agreement
on International and Long-Distance Telecommunications


 

















 


rendering of the Telecommunication Services is not available altogether,
may deny rendering of the Telecommunication Services.


 


The User must be notified about the introduction of limitations at the
moment of order taking or in the moment of rendering of telecommunications by
order service system.


 


In case of occurrence of long-term limitations of
using telecommunications, Rostelecom must undertake measures in order to inform
the User about it using mass media, inquiry services, placing notices in places
of collective use of telecommunications etc.


 


3.7. If technically
feasible and on condition that access to Telecommunications is available from
User equipment, Rostelecom renders to the User a possibility to use
Telecommunications 24 hours a day, if other is not indicated in Russian
Federation law.


 


3.8. The User which is
an individual herewith agrees that effective from the moment of his/her
entering into this Agreement, his/her personal details may be included in
inquiry service databases and may be used for the provision of inquiry and
other information services by Rostelecom or third parties.


 


4. RESPONSIBILITIES
OF THE PARTIES


 


4.1. Rostelecom undertakes to:


 


4.1.1.
Render Telecommunication Services to the User in accordance with the law of the
Russian Federation, the Regulations, national standards, technical regulations
and standards, the license, and this Agreement (and in particular to rectify,
within prescribed time periods, any failures which are attributable to
Rostelecom and which obstruct enjoyment of the Telecommunications by the User).


 


4.1.2. To notify the
User through mass media about changes in the conditions of service rendering,
methods of payment for Telecommunications, Tariffs in no less than ten days
before the date when these changes are introduced


 


4.1.3. To fulfill other
obligations of Rostelecom, covered by the law of Russian Federation and the
Agreement.


 


4.2. The User undertakes to:


 


4.2.1.
Pay for the Telecommunication Services rendered to it within the time frames
envisaged by, and subject to the terms and conditions of, this Agreement.  (For Users
which are local government-funded organizations:  “The User
shall only make use of the Telecommunications within the allocated government
funding limit”).


 


4.2.2.
Perform other User’s obligations as provided for in the current law of the
Russian Federation and this Agreement.


 


5. RIGHTS OF THE
PARTIES


 


5.1. Rostelecom shall have the right to:


 


5.1.1.
Change, on a unilateral basis, the Tariffs, payment terms and conditions and
time frames pursuant to Paragraph 4.1.2 above.


 


5.1.2.
Initiate temporary suspension of User’s access to the long-distance and
international telecommunications in circumstances referred to in Paragraph 7.2.  of this Agreement.


 


5.2. The User shall have the right to:


 


5.2.1. Raise objections against bills issued to it, in the manner
described in Article 8 below.


 


5.2.2. To refuse to pay
for Telecommunications, that was rendered to the User without their concert.  Telecommunications shall be
deemed provided with User’s consent if the call is made from the User Equipment
by means of the course of action referred to in Paragraphs 3.2. and 3.3. of
this Agreement.


 


6. PAYMENT PROCEDURE


 


6.1.  The User shall effect payments
for the Telecommunications provided to it by Rostelecom hereunder exclusively
to the bank account whereof details are stated in the Telecommunications bill.  The User’s monetary
obligations with respect to the Telecommunication Services provided to it shall
terminate as from the moment when the funds are credited on the bank account
specified in the bill issued to the User or else when cash is received at the
Agent’s cash desk.


 


6.2. The
Telecommunications bills shall be issued by the Agent on behalf of Rostelecom.  Each Telecommunications bill
shall identify the amount stated therein as payment for the Telecommunication
Services rendered by OAO Rostelecom.


 


6.3.  Tariffs for
international telecommunications are established and changed in accordance with
the current law of Russian Federation.  The User shall be notified of any such Tariffs
being introduced, in the manner described in Paragraph 4.1.2. above.


 


6.4. Tariffs for international
telecommunications are established by Rostelecom and changes can be introduced
to them at any time.  The User shall be
notified of any such Tariffs being introduced, in the manner described in
Paragraph 4.1.2. above.


 


6.5. The long-distance or
international call tariff unit shall be established by Rostelecom and shall be
one minute.  The records of
duration of long-distance and international telecommunications are carried out
in accordance with the tariffication unit established by Rostelecom.  The tariffication unit can be
changed by Rostelecom unilaterally at any time.


 


6.6. The payment bill for
Telecommunication Services in the month previous to the Billing period is made
out to the User before the 12-th day of the Billing period and indicates the
total amount for each type of Services, there amount and cost.  The grounds for making out the
bill to the User are the data, obtained with the help of the equipment, used
for recording the amount of Telecommunications.  Payments for the Telecommunications shall be
effected on a monthly basis, within 15 days after the date of the bill for the
Telecommunications provided in the month immediately preceding the Billing
Period.


 


Agreement
on International and Long-Distance Telecommunications


 

















 


6.7. The delivery of the bill for
the telecommunications to the Users is performed by mail or courier at the
option of Rostelecom.


 


6.8. The User shall pay for the
Telecommunications by a transfer of funds to the account specified in the
Telecommunications bill, or in cash at any of the Agent’s payment collection
offices.  By the payment
for the Services in cash, the monetary obligations of the User for the Services
rendered are discharged from the moment of payment at the Agent’s collection
office.  Any cash payments
may only be accepted from the User within limits established by the law for legal
entities.


 


6.9. The Agent shall inform the
Users of its payment collection offices via mass media.


 


7. RESPONSIBILITIES
OF THE PARTIES


 


7.1. Rostelecom and
the User bear responsibility for non-fulfillment or improper fulfillment of
their responsibilities in the Agreement in accordance with the current law of
Russian Federation, (including the Regulations) and the Agreement.


 


7.2.  In case of delay payment or
other User violations of the requirements, established by the Russian
Federation Law “On Telecommunications”, the Regulations and the Agreement,
Rostelecom has a right to unilaterally initiate a stoppage of rendering
access to Telecommunications for a period until a complete debt repayment, or,
correspondingly, until a complete settlement of other violations, committed by
the User.


 


7.3.  In case of a failure to pay,
or incomplete or late payment for the Telecommunication Services, Rostelecom
may enforce penalty against the User at 1% of the value of Telecommunication
Services rendered in the month immediately preceding the Billing Period and
which remain unpaid, or partially unpaid, or which were paid in an untimely
manner, for each day of the delay until the date on which the outstanding debt
is finally settled, but not more that the amount outstanding.  The User shall pay such
penalty to Rostelecom within 5 days after the claim for such penalty is made by
Rostelecom.


 


8. DISPUTE
SETTLEMENT


 


8.1. If any disputes
and disagreements arise hereunder, they shall be settled in the manner
described in this Section 8.


 


8.2.  In case of non-fulfillment or
improper fulfillment of obligations to render Telecommunication Services by
Rostelecom the User before applying to court makes claims to Rostelecom.  The claims of the User are
made and looked into on conditions and in terms covered by the current law of
Russian Federation.  If a complaint
lodged by the User is rejected in full or in part, or if no response is given
to such a complaint within the time frames prescribed by the Russian law for
the review of such a complaint, the User may initiate a court action at the
Agent’s location.


 


8.3.  If the User is in full or
partial default of its obligation to pay for the Telecommunication Services,
the Agent may, on behalf of Rostelecom, bring a suit against the User, selecting,
at its sole discretion, either the User’s location or the location of
Rostelecom (or of Rostelecom branch serving the zone where the User is resident
(domiciled)), or the location of the Agent (or of Agent’s branch serving the
zone where the User is resident (domiciled)), as the venue of such action.


 


9. FORCE MAJEURE
CIRCUMSTANCES


 


9.1. The Parties are
released from responsibility for non-fulfillment or improper fulfillment of
their obligations on the Agreement, if they prove, that proper fulfillment was
impossible due to force majeure, which means extreme, unforeseen and inevitable
circumstances in given conditions.  The presence of force majeure in this case
prolongs the term of fulfillment of obligations by the Parties, proportionally
to the period of its activity.  If the influence of the force majeure
circumstances lasts longer than six months, the Parties are obliged, upon
proposal of one of the Parties, to coordinate the further actions and/or the
possibility of denouncement of the Agreement.


 


9.3. If the non-fulfillment of
terms of service rendering was caused by circumstances of force majeure, the
Parties must coordinate a new term of Telecommunications rendering fulfillment.


 


10. AMENDMENT AND
TERMINATION PROVISIONS


 


10.1. This Agreement may be
terminated prior to its stated expiration date in circumstances and in the
manner provided for by the law of the Russian Federation.


 


10.2. In case of termination of the
Agreement the Parties must conduct mutual exchanges on all obligations.


 


10.3. Any amendments to this
Agreement shall be executed as additional agreements hereto which shall be
prepared in two counterparts and shall be signed by the User (or its authorized
representative) and Rostelecom (via its authorized representative).


 


       11. PERIOD OF
VALIDITY OF THE AGREEMENT


 


11.1. This Agreement shall take
effect as from the date it is signed by Rostelecom and the User and shall be
deemed effective for an unlimited period of time.


 

















 


       12. MISCELLANEOUS


 


12.1. Rostelecom and the User admit
that the present agreement is obligatory for fulfillment for both Parties
considering all conditions.


 


12.2. All legal relations of the
Parties, arising in connection with rendering Telecommunication Services to the
User by Rostelecom, which are not covered directly by the Agreement, are
regulated by the Regulations and regulatory documents of RF


 


12.3. The User is informed about and
agrees to the characteristics of rendered Telecommunications, concerning their
quality, safety and limitations


 


12.4. The User is familiarized with
the Regulations and undertakes the obligation to observe them.


 


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


 


12.6. As there exists an agreement
between Rostelecom and the Agent whereby the Agent is authorized to bill the
User for the Telecommunication Services provided, collect payments from the
Users for the Telecommunication Services provided,  and to handle any complaints and court
actions lodged by or against the User, the User herewith agrees, respectively,
to accept Telecommunication Services bills issued by the Agent, effect payments
for Telecommunication Services to the Agent, reconcile mutual accounts with the
Agent and submit to the Agent, in the manner prescribed herein, any complaints
lodged against Rostelecom in connection with Rostelecom’s failure to perform,
or improper performance of, this Agreement.


 


13.
Address and banking details of the Agent:


 


14. Addresses and
banking details of Parties


 


 


	
  User:  (as a minimum, specify
  the following: subscriber information (full name, date and place
  of birth, details of identifying document, - for individuals; official
  (trade) name – 

  	
   

  	
  Rostelecom:

  
	
  for
  legal entities);

  	
   

  	
   

  
	
   

  	
   

  	
  Dt.
                              
  200

  
	
   

  	
   

  	
  Seal here

  
	
  Dt.
                              
  200

  	
   

  	
   

  
	
  Seal here

  	
   

  	
   

  



 


15. Signature of Parties


 


	
  For the
  User:

  	
   

  	
  For
  Rostelecom:

  
	
   

  	
   

  	
   

  
	
                                                                          full
  name

  	
   

  	
                                                                          full
  name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dt.
                              
  200

  
	
  Dt.
                              
  200

  	
   

  	
  Seal here

  
	
  Seal here

  	
   

  	
   

  



 


Agreement
on International and Long-Distance Telecommunications