Exhibit 4.11.2


 


ADDITIONAL AGREEMENT No. 2


 


to Agreement No. 748-05-23(1096-05) dated December 27, 2005
between Rostelecom and VolgaTelecom


 


	
  Moscow

  	
   

  	
                           , 2007

  



 


Open
Joint-Stock Company 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 VolgaTelecom Open Joint-Stock
Company, hereinafter referred to as the “Operator” represented by its Director
General Mr. Sergey Valeryevich Omelchenko,
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. 748-05-23(1096-05) signed between
the Parties on December 27th, 2005 (hereinafter — the “Agreement”):


 


1.                                      Amendment 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”.


 


1.4.                            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 provided through Pay Telephones.


 


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. 3,4 and 9 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. 05-21/0155, dated October 24th, 2003 as revised by Agreement No.            
dated                 
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.


 


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% (Twenty percent) 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.


 


2

















 


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.
The Operator shall send an invoice to Rostelecom in compliance with the current
laws. 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 the Operator pays the Rostelecom Bill.


 


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 July 24th,
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).


 


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


 


6.1.5.                   Appendix No. 8.


 


3

















 


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
Additional Agreement shall take effect from its signing by the Parties.


 


8.2.                            This
Additional Agreement shall regulate the actual relations between the Parties
starting from June 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.


 


9.                                      Details and
Signatures of the Parties:


 


	
  Rostelecom
  OJSC

  	
   

  	
  VolgaTelecom
  OJSC  

  
	
   

  	
   

  	
   

  
	
  Legal
  address: 191002,

  	
   

  	
  Legal
  address: 603000,

  
	
  Saint
  Petersburg, 15, Dostoevskogo Street

  	
   

  	
  Nizhny
  Novgorod, M.Gorky Square, Dom Svyazi

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Director
  General

  
	
  Director
  General

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   Mr. D.E. Erokhin

  	
   

  	
   

  	
   Mr. S.V. Omelchenko

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   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. 748-05-23(1096-05) dated December 27th, 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 Volgatelecom 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 provided
by the Operator is                 
including the VAT of                 .


 


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


 


	
  For  Rostelecom:  

  	
   

  	
  For the
  Operator:  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Rostelecom  OJSC

  	
   

  	
  VolgaTelecom
  OJSC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
                              
  200

  	
   

  	
                              
  200

  
	
  Seal
  here

  	
   

  	
  Seal
  here

  



 


	
  Rostelecom
  OJSC:

  	
   

  	
  VolgaTelecom  OJSC:  

  
	
  Director
  General

  	
   

  	
  Director
  General

  
	
   

  	
   

  	
   

  
	
   

  	
   Mr. D.E. Erokhin

  	
   

  	
   

  	
   Mr. S.V. Omelchenko

  
	
   

  	
   

  	
   

  
	
                                    ,
  2007

  	
   

  	
                                    ,
  2007  

  
	
  Seal
  here

  	
   

  	
  Seal
  here