Exhibit 4.16.2


 


ADDITIONAL AGREEMENT No. 2


 


to Agreement No. 751-05-23 


dated December 28, 2005 


between Rostelecom and SibirTelecom


 


	
  Moscow

  	
   

  	
                    ,
  2007

  



 


Open
Joint-Stock Company of Long Distance and International Telecommunications
Rostelecom, hereinafter referred to as “Rostelecom”, represented
by Rostelecom OJSC Director General Mr. Dmitry
Evgenyevich Erokhin, acting on the basis of the Articles of
Association, on the one part, and Sibirtelecom Open Joint-Stock Company,
hereinafter referred to as the “Operator”, represented by its Director General Mr. Aleksandr Ivanovich Isaev, acting on the basis of the
Articles of Association, on the other part, collectively referred to as the “Parties”
and separately as the “Party”, have made this Additional Agreement (hereinafter
— the “Additional  Agreement”)
on introducing the following amendments to Agreement No. 751-05-23 signed
between the Parties on December 28th, 2005 (hereinafter — the “Agreement”):


 


1.             Amendments of the
Agreement.


 


The
Parties have agreed to:


 


1.1.          Add the following passage to Clause 1.6 of
the Agreement:


 


“Any
users accessing the Communication Services through the Operator’s pay public
telephones and using such Communication Services through a telephone card
issued by the Operator or any other universal operator of the Russian
Federation shall not be considered “Users” for the purpose of this Agreement.
Any legal relations arising between Rostelecom and the Operator in connection
with providing Communication Services to the above specified users through the
Operator’s public pay telephones shall be settled in an additional agreement
hereto which the Parties shall make in such case”.


 


1.2.          Revise Clause 1.12 of the Agreement as follows:


 


“1.12. “Communication Services” shall mean jointly Long Distance
Communication Services and International Communication Services provided by
Rostelecom to its Users”.


 


1.3.
For the purpose of this Agreement apply Clause 1.7 in the following revision:


 


“1.7.
“Earned revenue” shall mean any cash
assets paid by the Users when buying the Cards to the extent owing to
Rostelecom for the Communication Services provided by Rostelecom to the Users
through Pay Telephones in the corresponding Reporting Period”.


 


1.3.          Add the following note to the table in Appendix
No.2 to the Agreement:


 


“When
determining the agency fee, the amount and cost of the services provided
through public pay telephones shall be deducted from the amounts in forms 1.1. –
1.7 and 2.1., 2.2.”.


 


2.             Terms and Definitions


 


In
this Additional Agreement the following terms shall have the following meanings
unless otherwise is specified herein:


 


2.1.          “Users” shall
mean any users of Communication Services accessing such Communication Services
through Pay Telephones and paying for such Communication Services with a Card.


 


2.2.          “Card” shall
mean a telephone card issued by the Operator or any other universal operator of
the Russian Federation providing access to Communication Services through Pay
Telephones and allowing the User to access Communication Services at the
expense of the cash assets paid by the User for the Card upon its acquisition.


 


2.3.          “Pay Telephone” shall
mean a public pay telephone of the Operator.


 

















 


3.             Subject of the Additional
Agreement.


 


3.1.          The Operator shall provide the Users with
access to Communication Services through Pay Telephones.


 


3.2.          The Operator shall record the amount of
Communication Services provided to Rostelecom Users through Pay Telephones and
shall transfer the entire Earned Revenue to Rostelecom for the corresponding
Reporting Period and Rostelecom shall pay for the services provided to it by
the Operator under this Additional Agreement.


 


4.             Obligations of the
Parties


 


4.1.          The Operator shall be obliged to:


 


4.1.1.       provide the Users with
access to Communication Services through Pay Telephones.


 


4.1.2.       inform the Users of
Rostelecom Communication Services through Pay Telephones (including the Rates
and any changes in the rates) including by placing such information on the
Cards issued by the Operator.


 


4.1.3.       inform Rostelecom of the
amount and cost of Communication Services provided through Pay Telephones for
the corresponding Reporting Period by including such information in the
reporting forms in compliance with Appendixes No. 3 and 4 to the Agreement
as well as by separate specification of such information in the Service
Acceptance Report as prescribed by Clause 5.1 of this Additional Agreement.


 


4.1.4.       transfer to Rostelecom the
Earned Revenue for the corresponding Reporting Period. The Earned Revenue
amount shall be calculated on the basis of Communication Services provided to
Rostelecom users through Pay Telephones in the corresponding Reporting Period.


 


4.1.5.       recognize the cash assets
received from sale of the Cards issued by the Operator as advance payments for
the Operator’s Communication Services.


 


Upon provision of
Communication Services by Rostelecom through Pay Telephones — reduce the amount
of such advance payments and recognize the equivalent amount as the Earned
revenue.


 


4.1.6.       arrange for transferring
the Pay Telephone number from which the User’s call is initiated to the
Rostelecom telecommunication network.


 


4.1.7.       inform Rostelecom of Pay
Telephones numbering capacity and its changes in compliance with Network Interconnection
Contract No. 1-01 dated August 01st, 2003 as revised by Agreement No.           
dated December 28th, 2005 and any further revisions.


 


4.2.          Rostelecom shall be obliged to:


 


4.2.1.       pay for the services
provided by the Operator in compliance with this Additional Agreement.


 


5.             Settlements


 


5.1.          Settlements between the Parties shall be made
on a monthly basis in compliance with this Additional Agreement, Service
Acceptance Report in the form specified in Appendix No. 1 (hereinafter —
the “Acceptance Report”), the Bill for transferring the Earned Revenue (“Rostelecom
Bill”) and the Bill for the Operator’s services (“Operator’s Bill”). The amount
of payments by the Parties under this Additional Agreement shall be defined on
the basis of the following:


 


5.1.1.       The Operator shall transfer
to Rostelecom 100% (one hundred percent) of the Earned Revenue for
Communication Services. Such amount shall be defined on the basis of the
Acceptance Report.


 


2

















 


5.1.2.       Rostelecom shall pay the
Operator for the services provided to Rostelecom by the Operator under this
Additional Agreement in amount of 20% of the Earned Revenue transferred to
Rostelecom by the Operator for the corresponding Reporting Period. Such amount
shall include the VAT calculated in compliance with the current laws of the
Russian Federation.


 


5.2.          The Operator shall send to Rostelecom the
Operator’s Bill and the Acceptance Report signed by the Operator in duplicate
by the 8th day of the corresponding Accounting Period. A
copy of the Acceptance Report and the Operator’s Bill shall be sent to
Rostelecom by fax with a delivery confirmation. Their originals shall be sent
by a registered letter with a delivery confirmation. The date of the actual
delivery of the Operator’s Bill and Acceptance Report shall be the date of the
fax receipt. The Acceptance Report shall contain information on the amount and
cost of Communication Services provided by Rostelecom through Pay Telephones in
the corresponding Reporting Period.


 


5.3.          Rostelecom shall review the Acceptance Report
provided by the Operator and, if there are no objections, shall sign it and
send one copy of the Acceptance Report to the Operator within five business
days after its receipt by fax. At the same time Rostelecom shall send the
Rostelecom Bill to the Operator. In case of any objections regarding the
Acceptance Report, Rostelecom shall within five business days after its receipt
by fax inform the Operator in writing of its objections. Rostelecom shall
approve the Acceptance Report with its objections and shall provide the
Rostelecom Bill for the uncontested amount. The copies of the Rostelecom Bill
and the approved Acceptance Report shall be sent to the Operator by fax. The
original documents shall be sent by registered letter with a delivery
confirmation.


 


5.4.          To eliminate any defects regarding the
Acceptance Report the Parties shall carry out further negotiations and shall
inspect/itemize the issues in question within 10 business days after Rostelecom
sent a written notice of its objections to the Operator. If the inspection
reveals differences which are 3% or less of the Communication Services amount
and cost specified in the Acceptance Report, the Parties shall recognize the
amount and cost of the Communication Services specified in the Acceptance
Report as true. If such inspection reveals any differences exceeding 3% of the
amount and cost specified in the Acceptance Report, the Parties shall recognize
the cost and amount specified by Rostelecom as true. According to the data verification
results the Parties shall execute and sign the Reconciliation Report between
the Parties (hereinafter referred to as the “Reconciliation Report”) and, if
required, shall recalculate payments for any further Accounting Periods. Signing
of the Reconciliation Report by the Parties shall mean signing of the
Acceptance Report by Rostelecom. In case in compliance with this Clause 5.4 the
Parties recognize the data provided by Rostelecom as true, the Operator shall
cancel the Operator’s Bill provided earlier in compliance with Clause 5.3. of
this Additional Agreement and shall send to Rostelecom a new Operator’s Bill
for an updated amount due to the Operator for the Services provided in
compliance with this Additional Agreement.


 


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


 


5.6.          The date of performance by the Parties of
their financial obligations under this Additional Agreement shall be the date
when cash assets are written off the account of the corresponding Party.


 


6.             Application of the
Agreement to Legal Relations under the Additional Agreement.


 


6.1.          The following provisions of the Agreement (as
revised by Additional Agreement No. 1 dated March 15th, 2006) shall be applied to legal
relations between the Parties under this Additional Agreement unless they
contradict this Additional Agreement and subject to the fact that certain terms
used in the Additional Agreement and the Agreement have different meanings:


 


6.1.1.       Section 1: all clauses
except for clauses 1.4 and 1.5. (clauses 1.6, 1.7 and 1.12 shall be used
subject to Section 1 hereof).


 


6.1.2.       Section 3: clauses
3.1.1; 3.2.1; 3.2.2; 3.5.1 – 3.5.3.


 


6.1.3.       Section 7: clauses
7.1; 7.2; 7.4 (regarding the Acceptance Report); 7.5; 7.6 (regarding the
Acceptance Report); 7.10.


 


6.1.4.       Sections 6, 8, 9, 10, 11,
12 – in full.


 


3

















 


6.1.5.       Appendixes No. 3, No. 4,
No. 8 and No. 10.


 


6.2.          Any other provisions of the Agreement not
specified in Clause 6.1 of this Additional Agreement shall not be applied to legal
relations between the Parties under this Additional Agreement.


 


7.             Liability


 


If
as a result of invalid data specified by the Operator in the Acceptance Report
or failure by the Operator to perform its obligations under Clause 4.1.5
hereof, Rostelecom bears any additional tax liabilities, penalties or sanctions
for violation of the tax and/or administrative legislation, Rostelecom may
claim such amounts from the Operator. Rostelecom shall have such right after
appealing in court the tax authorities’ claims and on condition that the
Operator participates in such proceedings or is informed of all the
circumstances of such appeal.  In any
case the amount of the Operator’s liability may not exceed its remuneration.


 


8.             General Provisions


 


8.1.          This Agreement shall take effect from its
signing by the Parties.


 


8.2.          This Agreement shall regulate the actual
relations between the Parties starting from July 01st, 2007.


 


8.3.          This Additional Agreement shall be effective
during the entire term of the Agreement unless cancelled by the Parties upon
their mutual consent.


 


8.4.          This Additional Agreement shall form an
integral part of the Agreement.


 


8.5.          This Additional Agreement shall be made in
the Russian language in two original counterparts, one for each Party.


 


Details
and Signatures of the Parties:


 


	
  Rostelecom OJSC:

  	
   

  	
  Sibirtelecom OJSC:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Legal address: 191002,

  	
   

  	
  Legal address: 630099, Novosibirsk, 53,
  Gorkogo Street

  
	
   

  	
   

  	
   

  
	
  Saint Petersburg, 15, Dostoevskogo Street

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Director General

  	
   

  	
  Director General

  
	
   

  	
   

  	
   

  
	
   

  	
   Mr. D.E.
  Erokhin

  	
   

  	
   

  	
   Mr. A.I. Isaev

  
	
   

  	
   

  	
   

  
	
                                   , 2007

  	
   

  	
                                      , 2007

  
	
  Seal here

  	
   

  	
  Seal here

  
					



 


4

















 


Appendix No. 1


to Additional Agreement No. 2


dated                     
       , 2007


 


Form of the Service Acceptance Report


under Additional Agreement No. 2


to Agreement No. 751-05-23 dated December 28th, 2005


for                             
month                   year.


 


This
Acceptance Report is made between Rostelecom Open Joint-Stock Company of Long
Distance and International Communication, hereinafter referred to as “Rostelecom”,
represented by                                                
acting on the basis of Power of Attorney dated                             
No.               ,
on the one part, and Sibirtelecom Open Joint-Stock Company, hereinafter
referred to as the “Operator” represented by                                                                                                      
acting on the basis of                                                                               
, hereinafter jointly referred to as the “Parties”, to confirm that Rostelecom
provided Communication Services to Users through universal Pay Telephones and
the Operator provided its services in compliance with Clause 3.2 of this
Additional Agreement as follows:


 


	
  No.

  	
   

  	
  Traffic,
  min.

  	
   

  	
  Earned 

  revenue 

  with VAT, 

  rub.

  	
   

  	
  Including
  

  VAT, rub.

  	
   

  	
  Cost of
  the

  Operator’s 

  services, 

  % of the 

  Earned 

  revenue

  	
   

  	
  Payment
  for 

  the 

  Operator’s 

  services

  (3 x 5)

  	
   

  	
  Including
  

  VAT (18%), 

  rub.

  
	
  1

  	
   

  	
  2

  	
   

  	
  3

  	
   

  	
  4

  	
   

  	
  5

  	
   

  	
  6

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


The cost of the services is                 
including the VAT of                 .


 


The services have been provided
properly in compliance with the Agreement.


 


 


	
  For Rostelecom:

  	
   

  	
  For the Operator:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Rostelecom OJSC

  	
   

  	
  Sibirtelecom OJSC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
                                200   

  	
   

  	
                                200   

  
	
   

  	
   

  	
   

  
	
  Seal here

  	
   

  	
  Seal here

  
	
   

  	
   

  	
   

  
	
  Rostelecom OJSC:

  	
   

  	
  Sibirtelecom OJSC:

  
	
   

  	
   

  	
   

  
	
  Director General

  	
   

  	
  Director General

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   Mr. D.E.
  Erokhin

  	
   

  	
   

  	
   Mr. A.I. Isaev

  
	
   

  	
   

  	
   

  
	
                                , 2007

  	
   

  	
                                , 2007

  
	
   

  	
   

  	
   

  
	
  Seal here

  	
   

  	
  Seal here

  
					



 


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