Exhibit 4.21.3


 


APPENDIX
NO. 2


to
Agency Agreement


No. 36-06-23 dt. 24 July 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 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).


 


Subscriber number (additional subscriber number):                                                                .


 


1.7. “Agent” shall mean OAO                                                                              .


 


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 stated herein.


 


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


 


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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.
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.


 


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.


 


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


 


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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


 


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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


 


	
  For
  User:

  	
   

  	
  For
  Rostelecom:

  
	
   

  	
   

  	
   

  
	
  Dt.
                                                          200       

  	
   

  	
  Dt.
                                                          200     

  
	
  Seal
  here

  	
   

  	
  Seal
  here

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  15. Signatures of Parties

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  For the
  User:

  	
   

  	
  For
  Rostelecom :

  
	
                                                             full
  name

  	
   

  	
                                                             full
  name

  
	
   

  	
   

  	
   

  
	
  Dt.
                                                          200       

  	
   

  	
  Dt.
                                                          200

  
	
  Seal
  here

  	
   

  	
  Seal
  here

  
					



 


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