Exhibit No. 4.21


 


AGENCY AGREEMENT No. 36-06-23


 


 


	
  Moscow

  	
   

  	
  Dated: July 24, 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 VolgaTelecom,
Open Joint-Stock Company, hereinafter referred to as the “Operator”,
represented by General Director S.V. Omelchenko, authorized to act by the Charter,
on the other part, 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” means the Agreement including all Appendices,
Revisions, Addenda and Additional Agreements.


 


1.2.                  “Associated
Operator” shall mean a telecommunications operator who meets
all of the following criteria:


 


 


1.
(i) Its telecommunication 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 is not included in the “List of associated Operators” given in
Appendix No.     to Agreement No.        
dated            ,
concluded between Rostelecom and the Operator.


 


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


 


1.4.                  “Billing period”
shall mean a calendar month following the Reporting Period.


 


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


 


2.                                       SUBJECT MATTER


 


2.1.                  Pursuant to this
Agreement, the Operator undertakes 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.b and 6.7 hereof.


 


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 Paragraph 2.1.1.
above, negotiate with all Associated Operators to agree on the terms and
conditions of 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 Paragraph 2.1.1. above shall be entered
into with each of the Associated Operators, except as expressly provided for in
Paragraphs 6.2., and 6.7. hereof, and further with the exception of:


 


3.1.1.                    Associated
Operators whose telecommunication networks are effectively connected to the
Operator’s network as of the effective date of this Agreement – until the
moment when an Contract on interconnection is entered into between the Operator
and the respective Associated Operator whereby the Associated Operator shall
provide the call initiation service to the Operator in accordance with the “Network
connection and interaction regulations” approved by Resolution of the Russian
Government No. 161 dt. 28.03.2005, in connection with the long-distance
and international telecommunication services provided by Rostelecom to
Associated Operators’ Users;


 


3.1.2.                    other Associated
Operators, with the exception of those referred to in Paragraph 3.1.1. –
concurrently with a network interconnection agreement being entered into
between the Operator and respective Associated Operator whereby the Associated
Operator shall provide the call initiation service to the Operator in
accordance with the “Network connection and interaction regulations” approved
by Resolution of the Russian Government No. 161 dt. 28.03.2005, in
connection with the long-distance and international telecommunication services
provided by Rostelecom to Associated Operators’ Users.


 


3.2.               Where a Form 1
or a Form 2 agreement referred to in Paragraph 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 the 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.               Where an
agreement referred to in Paragraph 2.1.2 is entered into with Users, the
Operator shall not depart from the terms and conditions of such an
agreement as 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 (see Appendix No. 4)
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 Paragraph 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
Paragraph 4.2. above, the Operator shall send each Associated Operator a cover
letter with a offer prepared based on Form 1 and a 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
Paragraph 4.2. hereof shall be enclosed with the Offers.


 

















 


4.4.               A cover letter to
the Associated Operator referred to in Paragraph 4.3. above shall at all times
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 Paragraph 5.1 hereof.


 


4.5.               Within three (3) days
after expiration of the time period referred to in Paragraph 4.3, the Operator
shall provide a report on offers forwarded to Associated Operators in Excel
format by e-mail to the address: cc.pf@rt.ru or by fax No. (846) 278-02-65, 8-800-200-77 in the form of
Appendix  No. 3.


 


5.                        ACCEPTANCE


 


5.1.               An acceptance of
a 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 Paragraph 4.4.1 hereof, 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 a Offer executed in a manner
inconsistent with the provision of Paragraph 5.1 hereof.


 


6.                        NO ACCEPTANCE


 


6.1.               If a 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 Paragraphs 6.2, and 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-mail address.


 


6.2.               If within the
time period provided for acceptance of the Offer by the 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) 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 Paragraph 6.1. is sent to
Rostelecom.


 


6.3.               If within the
time period provided for acceptance of the Offer by the 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) 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 Paragraph 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) 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 Paragraph 5.2 hereof to
Rostelecom of this Agreement.


 


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) days
after receipt of the negotiations result notice from the Operator as provided
for in Paragraph 6.5. hereof, 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 Paragraph 6.6. hereof 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) days. If Rostelecom
notifies the Operator within the time period referred to in Paragraph 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 two copies and sealed with the stamps of its
parties. One counterpart is given to the relevant User, and another one is
forwarded 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 following the month in which such agreement was signed with
the User.


 


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 an Associated Operator pursuant to Paragraph 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 Paragraphs 6.6.
and 6.7.


 


The fee is specified net of
VAT which shall be calculated at a rate applicable at the time when appropriate
invoice is issued


 


8.1.2.        for each agreement entered
into with a User-legal entity  pursuant
to Paragraph 2.1.2 hereof, a lumpsum fee of Rubles five hundred (500) plus 10%
of the first billed amount, from the moment of entry into such agreement, for
paid bills for Rostelecom’s long-distance and international telecommunication
services, net of VAT which shall be calculated at a rate applicable at the time
when appropriate invoice is issued.


 


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.


 


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 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 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 mai 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 Paragraph 8.1. hereof, 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.                    RESPONSIBILITY OF 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 Paragraphs 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 fee amount. The penalty shall be paid within 10 days after receipt of an
appropriate request from the other Party.


 


11.                    CONFIDENTIALITY


 


11.1.           The entire
relationship of the Parties hereunder shall be subject to the confidentiality
terms and conditions as set forth in the Confidentiality Agreement No. 40-06-30
entered into 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. There shall not be any limit
to the number of periods for which this Agreement may be extended. 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.


Appendix No. 4 List of Associated
Operators


 


13.7.           Either Party to
this Agreement may propose amendments hereto. Any amendments and addenda
properly agreed upon and executed shall constitute integral parts of this
Agreement.


 


14.                     SIGNATURES OF
PARTIES


 


	
  Rostelecom

  	
   

  	
  Operator

  
	
  OAO Rostelecom

  	
   

  	
  OJSC VolgaTelecom

  
	
  Location: 127091,

  	
   

  	
  Location: Dom
  Svyazi, M.Gorki Sq., Nizhni

  
	
  5, Delegatskaya st., 127091, Moscow

  	
   

  	
  Novgorod, 603000

  
	
  Postal address

  	
   

  	
  Postal  address Dom Svyazi, M.Gorki Sq., Nizhni

  
	
  5, Delegatskaya st., 127091, Moscow

  	
   

  	
  Novgorod, 603000

  
	
  OAO Rostelecom

  	
   

  	
  OAO VolgaTelecom

  
	
  TIN: 7707049388

  	
   

  	
  TIN: 5260901817

  
	
  Contact Tel.:
  (8462) 78 01 06, 78 01 78

  	
   

  	
  Contact Tel.: (8312) 34-30-55

  
	
  Contact person:
  Privolzhsky Branch

  	
   

  	
  Contact person:

  
	
  292, Sadovaya st., 443001 Samara

  	
   

  	
   

  
	
  Telephone/fax: (8462) 78 01 05, 78 02
  56

  	
   

  	
  Telephone/fax: (8312) 30-67-68

  
	
  e-mail: pf@vl.rt.ru

  	
   

  	
  e.mail: 
  gd@vt.ru

  
	
  Acc.:
  Privolzhsky Bank of SB RF Samara

  	
   

  	
  Acc.:  40702810442020001796 with

  
	
  Samara OSB No 28

  	
   

  	
  Volgo-Vyatsky Bank of RF Savings Bank in Nizhni

  
	
   

  	
   

  	
  Novgorod

  
	
   

  	
   

  	
   

  
	
  BIK  043601607

  	
   

  	
  BIK  042202603

  
	
  Correspondent account:

  	
   

  	
  Correspondent account:

  
	
  3010
  1810 2000 0000 0607

  	
   

  	
  30101810900000000603

  
	
  OKVED code:

  	
   

  	
  OKVED code:

  	
  64.20

  
	
  OKPO
  code:

  	
   

  	
  OKPO
  code:

  	
  01142788

  
	
  KPP code:

  	
  631502001

  	
   

  	
  KPP code:

  	
  997750001

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  For OAO Rostelecom:

  	
   

  	
  For
  Operator:

  
	
  General
  Director

  	
   

  	
  General Director

  
	
  OAO
  Rostelecom

  	
   

  	
  OJSC VolgaTelecom

  
	
   

  	
   

  	
   

  
	
                              
  D.Ye. Yerokhin

  	
   

  	
                              
  S.V. Omelchenko

  
	
                              
  2006

  	
   

  	
                              
  2006

  
	
  Seal here

  	
   

  	
  Seal here