Exhibit 4.23.1


 


Additional Agreement No. 1


to Contract between OAO Rostelecom and OJSC
North-Western Telecom No.03-01-1035 (747-05-23) dated January 01, 2006


 


	
  Moscow

  	
   

  	
   

  	
  Dated
  November 1, 2006

  



 


Rostelecom, Open Joint-Stock Company for Long-Distance and International
Telecommunications, hereinafter, “Rostelecom”,
represented by OAO Rostelecom General Director Dmitry
Yevgenievich Yerokhin, authorized to act by the Charter, on the one
part, and “North-Western Telecom”, Open Joint-Stock Company, hereinafter referred
to as the “Operator”, represented by General Director Vladimir
Aleksandrovich Akulich, authorized to act by the Charter, on the
other part hereinafter collectively referred to as the “Parties”, and
severally, as “Party”, have entered into this Additional Agreement
(hereinafter, “the Agreement”) on
the incorporation of the below-listed amendments to Contract No. 03-01-1035
(747-05-23) entered into by the Parties on January 01, 2006 (hereinafter, “the
Contract”), as follows:


 


1. Modification of Contract.


 


The Parties
agree to:


 


1.1.
Clause 1.4. of the Contract shall be amended as follows:


 


“1.4. “Accrued
income” means payments to the Operator by the Users for the Services rendered
in the corresponding month.”


 


1.2.
Clause 1.6. of the Contract shall be amended as follows:


 


“1.6. “Users” means persons, including
subscribers, ordering and/or using the Services through the Operator, or
through a Telecommunications operator whose communication network is connected
to the Operator’s network at the local or zonal level, provided that
settlements with such persons for the Telecommunication services provided by
Rostelecom are effected by the Operator in accordance with the terms and
conditions of this Agreement.


 


For the purpose of this Contract, users accessing Telecommunication
services via general-purpose payphones of the Operator while using
Telecommunication services with the help of telephone service pay cards issued
by the Operator or any other general-purpose operator of the Russian Federation
shall not be deemed Users. Any legal relationships that may arise between
Rostelecom and the Operator in connection with the provision of the
Telecommunication services indicated in this paragraph via general-purpose
payphones of the Operator should be settled with a separate additional
agreement to this Contract that the Parties shall have to execute in this case”.


 


1.5.
Clause 1.12. of the Contract shall be amended as follows:


 


“1.12. “Telecommunications” means jointly “Long-distance
telecommunications” and “International telecommunications” rendered to the
Users by Rostelecom.


 

















 


1.7.
Clause 3.5.2. of the Contract shall be amended as follows:


 


The entire
relations of the Parties hereunder shall be subject to the confidentiality
terms and conditions as set forth in the Confidentiality Agreement No. 39-06-30
entered into by the Parties on August 30, 2006. 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.


 


1.8. For the purpose of this Agreement, Clause 1.7. shall apply as
amended below:


 


“1.7. “Revenue earned” shall mean any
financial resources contributed by Users on account of payment for Cards as
such Users purchase such Cards, as related to the share due to Rostelecom for
Telecommunication services rendered to Users via Payphones within the
respective Reporting period”.


 


1.9. The table in Appendix No.2 of the Contract shall be supplemented
with note 5) as follows:


 


“In the course of calculation of the agency fee the volume and cost
parameters for the services rendered via general purpose payphones shall be
deducted from parameters in forms 1.1. – 1.7 and 2.1., 2.2. of Appendix 3 to
the Contract.”


 


2. Terms and Definitions


 


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


 


2.1. “Users” shall mean users of the
Telecommunication services accessing the Telecommunication services via
Payphones and using the Telecommunication services with the help of a Card.


 


2.2. “Card”  shall mean a telephone service pay card issued
by the Operator or by any other general-purpose operator of the Russian
Federation which card gives access to Telecommunication services via Payphones
and allows the User to receive Telecommunication services on account of
financial resources contributed by the User as payment for the Card when such
User purchases such Card.


 


2.3. “Payphone” shall mean a
general-purpose payphone of the Operator.


 


3. Subject Matter of the Agreement


 


3.1. The Operator undertakes to give access to Telecommunication
services via Payphones.


 


3.2. The Operator shall take account of the volume of the
Telecommunication services rendered by Rostelecom to Users via Payphones and
remit to Rostelecom, in full, any Revenue earned generated during the
respective Reporting period and Rostelecom shall pay for the services that the
Operator renders to Rostelecom hereunder.


 


4. Obligations of Parties


 


4.1. The Operator undertakes the following obligations:


 

















 


4.1.1. Give access to Telecommunication services via Payphones.


 


4.1.2. Communicate to users information on Rostelecom’s rendering
Telecommunication services via Payphones (including Tariffs and changes
thereof) including by means of placing respective information on Cards issued
by the Operator.


 


4.1.3. Provide Rostelecom with data on the volume and cost of
Telecommunication services rendered via Payphones within the respective
Reporting period by means of including such data in the parameters of report
forms required by Appendices No. 3 and 4 to the Contract and also by means
of indicating this data specifically in the Act of acceptance of the services
the execution of which is required by Clause 5.1 of this additional agreement.


 


4.1.4. Remit to Rostelecom any Revenue earned generated within the
respective Reporting period. The amount of the Revenue earned shall be
calculated on basis of the Telecommunication services rendered by Rostelecom to
Users via Payphones within the respective Reporting period.


 


4.1.5. Regard any financial resources generated through the Operator’s
sales of Cards issued by the Operator as advance payments contributed on
account of the Operator’s communication services.


 


Adjust the amount of the advance payments referred to above in the
direction of a smaller figure and regard the equivalent sum as Revenue earned
as Rostelecom renders Telecommunication services via Payphones.


 


4.1.6. Make sure that Payphone numbers from which Users initiate calls
are switched through to Rostelecom telecommunication networks.


 


4.1.7. Inform Rostelecom on the numbering capacity of Payphones and any
changes thereof in accordance with Contract on connection No.03-01-01 dated August 01,
2003, as amended by Agreement No.            dated                  and as may be amended thereafter.


 


4.2. Rostelecom undertakes the responsibility:


 


4.2.1. Pay for any services rendered to it by the Operator hereunder.


 


5. Settlements


 


5.1. Any settlements between the Parties shall be performed monthly on
basis of this Agreement, the Act of acceptance of services executed according
to the form indicated in Appendix No. 1 to this Agreement (“Act”
hereinafter) and the Bill for remittance of Revenue earned (“Rostelecom bill”)
and the Bill for payment for the Operator’s services (“Operator bill”). The
amounts of payments hereunder payable by the Parties are estimated based on the
following:


 


5.1.1. The Operator is obliged to transfer to Rostelecom 100% (one
hundred per cent) of the Revenue earned for the telecommunications. The said
amount shall be calculated on basis of the Act.


 


5.1.2. Rostelecom shall remit to the Operator payment for the services
rendered by the Operator to Rostelecom hereunder in the amount of 20% of
Revenue earned (exclusive of VAT) with regard to amounts remitted by the
Operator to Rostelecom within the respective Reporting period. The said amount
shall include VAT calculated on basis of the rate established by current RF
law.


 

















 


5.2. Before the 8th day of the Reporting period the Operator shall
submit to Rostelecom the Operator bill and the Act signed by the Operator in
two copies. A copy of the Act and Operator bill shall be sent to Rostelecom by
fax with receipt confirmed, while originals shall be sent by registered mail
with delivery confirmed. The date of receipt of the fax transmission shall be
deemed the date of actual receipt of the Operator bill and Act. The Act shall
include data on the volume and cost of the Telecommunication services rendered
by Rostelecom via Payphones within the respective Reporting period.


 


5.3. Rostelecom shall review the Act submitted by the Operator and,
provided it has no objections, shall sign and submit a copy of the Act to the
Operator within five days following the receipt of the Act by fax. Rostelecom
shall issue to the Operator a Rostelecom bill simultaneously with the
submission of the Act. If there are any objections to the Act Rostelecom shall
notify the Operator to that effect in writing within five business days
following the receipt of the Act by fax. In doing so, Rostelecom shall approve
the Act with the objections thereto and issue a Rostelecom bill in the amount
of the uncontested sum. Copies of the Bill and the approved Acceptance Act
shall be sent to the Operator by fax. Originals of the documents are sent by
registered mail with receipt acknowledged.


 


5.4. To eliminate objections to the Act 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. In case of discrepancies determined during the
reconciliation less or equal 1% of the volume and cost parameters of the
Telecommunication services rendered according to the Act of Acceptance then the
Parties acknowledge volume and cost parameters of the Telecommunication
services rendered and indicated in the Act to be true. If such reconciliation
detects any discrepancies exceeding 1% of volume and cost parameters of the
services rendered as indicated in the Act the Parties shall acknowledge that
the actual volume and cost parameters submitted by the Operator are valid ones,
however the Parties, shall execute and sign, on basis of the data
reconciliation results, a Report of reconciliation of calculations between the
Parties (“Reconciliation Report” hereinafter) and shall recalculate payments in
the subsequent Reporting periods, if necessary. The signature of a
Reconciliation Report by the Parties shall constitute Rostelecom’s signature of
the Act. If the Parties acknowledge, in accordance with the provisions of this
Clause 5.4. and following the reconciliation of calculations, that the Operator
data is valid the Operator shall cancel the Operator bill previously issued
pursuant to Clause 5.3. of the Agreement and shall issue to Rostelecom a new
Operator bill including the adjusted amount due to the Operator for the
services rendered in accordance with this Agreement.


 


5.5. The Operator shall pay the Rostelecom bill within ten (10) business
days following its receipt from Rostelecom. Rostelecom shall pay the Operator
bill within ten (10) business days following the Operator’s payment of the
Rostelecom bill.


 


5.6. The date of debiting the financial resources from the settlement
account of the respective Party shall be deemed the date of performance by the
Party of its monetary obligations hereunder.


 

















 


6. Application of Contract provisions to legal relationships under the
Agreement.


 


6.1. The following provisions of the Contract shall apply to legal
relationships between the Parties hereto provided that those provisions do not
contradict the provisions of this Agreement and subject to certain terms used
in both in the Agreement and Contract having a different meaning:


 


A) Section 1: all Clauses except Clauses 1.4 and 1.5. (Clauses
1.6, 1.7, 1.8, 1.12 and 1.13. shall apply subject to the provisions of Section 1
of this Agreement).


 


B) Section 3: Clauses 3.1.1; 3.2.1; 3.2.2; 3.5.1 – 3.5.3 (Clauses
3.5.2 shall apply subject to the provisions of Section 1 of this Agreement).


 


C) Section 7: Clauses 7.1; 7.2; 7.4 (as regards submission of the
Act); 7.5; 7.6 (as regards submission of the Act); 7.10.


 


D) Section 6, 8, 9, 10, 11, 12, 13 – shall apply in full.


 


E) Appendices No. 3, 4 and 8.


 


6.2. Any other provisions of the Contract that are not indicated in
Clause 6.1. hereof shall not apply to the Parties’ legal relationships


 


7. Responsibility of the Parties


 


In case that
any additional tax liabilities or fines or penalties for violation of tax
and/or administrative legislation are levied from Rostelecom as a result of the
Operator’s submission of invalid data in the Act or the Operator’s
non-performance of its obligations envisaged by Clause 4.1.5. herein Rostelecom
shall have the right to recover any said amounts from the Operator. This right
of Rostelecom arises after the conclusion of the court appeal of the tax
authorities and on the condition that the Operator is brought to participation
in the proceedings or is informed about all facts of the dispute. In any case, the
amount of responsibility of the Operator must not exceed the amount of their
consideration.


 


8. General provisions


 


8.1. This Agreement shall enter in force from the date of its signing
by the Parties.


 


8.2. This Agreement shall apply to actual relations between the Parties
arising as from June 01, 2007.


 


8.3. This Agreement shall remain in effect for the whole duration of
the Contract unless terminated earlier by agreement of the Parties.


 


8.4. This Agreement is an integral part of the Contract.


 


8.5. The agreement is issued in the Russian language in two original
counterparts, one for each Party.


 


Details and Signatures of the Parties


 

















 


	
  OAO Rostelecom:

   

  Legal address: 15, Dostoyevsky st.,

  St. Petersburg

   

   

  General Director

   

                              
  D.Ye. Yerokhin

                                      2007

  Seal here

  	
  OJSC NWT:

   

  Legal address: (B.Morskaya st. 26), 14/26,

  Gorohovaya st., Saint Petersburg, 191186

   

  General Director

   

                                          V.A.
  Akulich

                                      2007

  Seal here

  



 

















 


Appendix No. 1


to Additional Agreement No. 1


dt.                       
2007


 


Acceptance Act for Services Rendered


to Additional agreement No. 1


to Contract No. 03-01-1035 (747-05-23)
dated January 01, 2006.


for                    
month                   


 


This Act is drawn up between Rostelecom, Open Joint-Stock Company for
Long-Distance and International Telecommunications, hereinafter, “Rostelecom”,
represented by                                                ,
acting on the basis of the Power of Attorney dated                             
No.              ,
on the one part, and Open joint-stock company North-Western Telecom (“Operator”
hereinafter) represented by                                                              acting
on the basis of                                                                               
, hereinafter collectively referred to as “Parties”, to certify that Rostelecom
has rendered to Users Telecommunication services via general-purpose payphones
and the Operator has rendered services pursuant to Clause 3.2 herein, as
follows:


 


	
  Ref.

  No.

  	
   

  	
  Volume of

  services

  rendered

  via

  payphones

  (Traffic,

  min.)

  	
   

  	
  Revenue

  earned

  including

  VAT, rubles

  	
   

  	
  Including

  VAT,

  roubles

  	
   

  	
  Cost of

  Operator’s

  services, % of

  revenue

  earned

  	
   

  	
  Amount of

  payment

  for

  Operator’s

  services

  (gr.

  (??????) 3

  x 5)

  	
   

  	
  Including

  VAT, roubles

  	
   

  
	
  1

  	
   

  	
  2

  	
   

  	
  3

  	
   

  	
  4

  	
   

  	
  5

  	
   

  	
  6

  	
   

  	
  7

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


The rendered
services cost aggregated                  ,
including VAT               .


 


The services
were presented properly and according to Agreement terms.


 


	
  For Rostelecom:

   

   

  OAO Rostelecom

   

   

                                2007

  Seal here

  	
  For Operator:

   

   

  OJSC NWT

   

   

                                2007

  Seal here