Exhibit 4.17.3


 


APPENDIX NO. 2


to Agency Agreement


No. 33-06-03 dt.  9 June 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 on 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 Telecommunication Services
to the User, whereas the User undertakes to effect payments for such
Telecommunication Services 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 networks.


 


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 para. 3.2. or para. 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 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. Given technical possibility 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.


 


6.7. The Telecommunication Services bills shall be delivered to the User
using delivery method designated by the User.


 


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.  In case the action of force
majeure lasts  for more than six
months,  the Parties are obliged to, on
the proposal of one of the Parties, coordinate further conditions of  action and/or 
possibility of termination 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.


 


12.7. Addresses and method of bill delivery by Agent
to the Subscriber:


 


	
  Subscriber’s choice

  	
   

  	
  Bill delivery method

  	
   

  	
  Bill delivery address

  
	
   

  	
   

  	
  National
  Post/third party services

  	
   

  	
  Postal
  address

  
	
   

  	
   

  	
  E-mail

  	
   

  	
  E-mail
  address

  
	
   

  	
   

  	
  Direct
  collection by Subscriber/Subscriber’s authorized representative

  	
   

  	
  Agent’s
  subscriber service facility, located at:

  
	
   

  	
   

  	
  Web-site

  	
   

  	
  Site
  URL:

  Access password:

  



 


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 – for legal entities);

  	
   

  	
  Rostelecom:

  

  

  Dt.                                                         200

  Seal here

  
	
   

  	
   

  	
   

  
	
  Dt.
                                                          200

  Seal here

  	
   

  	
   

  



 


15. Signatures of Parties


 


	
  For the
  User:

                                                          full
  name

  

  

  Dt.                                                         200

  Seal here

  	
   

  	
  For
  Rostelecom :

                                                                      full
  name

  

  Dt.                                                         200

  Seal here

  



 

















 


	
  OAO Rostelecom:

  General Director

  OAO Rostelecom  

  

                                 D.Ye.
  Yerokhin

  Date
                             
  2006

  Seal here

  	
   

  	
  Operator:

  General Director

  OJSC Dalsvyaz

  

                                      
  A.A. Alekseyev

  Dt.                                   
  2006

  Seal here