Exhibit 4.15
AGENCY AGREEMENT ▇▇▇-▇▇-▇▇
The City of Moscow June 5, 2003
Open Joint Stock Company of Long Distance and International Telecommunications
Rostelecom (hereafter the "Principal"), located at: 5 ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇, Russian Federation, represented by General Director S.I. Kuznetsov, who
is acting under the Charter, and
Open Joint Stock Company "Alfa-Bank" (hereafter the "Agent"), located at: 27
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, Russian Federation, represented by Chairman of
the Management Board R.F. Khvesiuk, who is acting under the Charter,
(jointly referred to as the "Parties" and individually, as a "Party"),
have entered into this Agency Agreement (this "Agreement") on the following:
1. TERMS AND DEFINITIONS
1.1. "Debt Obligation" means Debt Obligation No. 3-1-3-14 of August 16, 1994,
issued by the Principal in favor of the Government of the Russian Federation and
signed by the Principal, the Ministry of Finance of the Russian Federation on
behalf and upon authorization of the Government of the Russian Federation, and
by the Bank of External Economic Activity of the USSR (Vneshekonombank).
1.2. "Debt Claims" means the rights of claim, against the Russian Federation,
for the principal debt by category "Balance of Payments of 1990", which debt is
specified in clause 1.1.3. of Article 1 of the Agreement, dated June 24, 1994,
between the Government of the Russian Federation and the Government of the
Slovak Republic on the settlement of the indebtedness owed by the former USSR
and the Russian Federation to the Slovak Republic, in the version of the
Protocol of August 28, 2002.
1.3. "Debt Claims Assignment Certificates" means the documents perfected by the
Ministry of Finance of the Slovak Republic on behalf of the Government of the
Slovak Republic, certifying the holder's rights of claim against the Russian
Federation under the Debt Claims.
1.4. "Principal's Debt" means the indebtedness, determined as of June 1, 2003,
owed by the Principal, under the Debt Obligation, to the Government of the
Russian Federation in the person of the Ministry of Finance of the Russian
Federation in the amount of fourteen billion five hundred eighteen million eight
hundred thirty-eight thousand eight hundred thirty Japanese yens
((Y)14,518,838,830), including the principal debt in the amount of eleven
billion six hundred million five hundred fifty-two thousand nine hundred
forty-eight Japanese yens ((Y)11,600,552,948), interest in the amount of
forty-four million seven hundred sixteen thousand eight hundred sixty-seven
Japanese yens ((Y)44,716,867), commission in the amount of nineteen million
seven hundred thirty-three thousand three hundred ninety-three Japanese yens
((Y)19,733,393), accrued fines and penalties (specified in clause 2.7 of the
Debt Obligation) in the amount of two billion eight hundred fifty-three million
eight hundred thirty-five thousand six hundred twenty-two Japanese yens
((Y)2,853,835,622). For the purposes of this Agreement, an equivalent of the
Principal's Debt and any portion thereof in US dollars shall be calculated at
the Japanese yen - US dollar cross-rate determined with application of the
official rates of exchange of the Japanese yen for the Russian ▇▇▇▇▇ and of the
US dollar for the Russian ▇▇▇▇▇ established by the Central Bank of the Russian
Federation for the first day of the month when the agreement, specified in
sub-clause (1) of clause 3.1.1. hereof, was made.
2. SUBJECT OF THE AGREEMENT
2.1 Under this Agreement, the Agent undertakes to perform, on its behalf and at
the Principal's cost, actions required to terminate the Principal's Debt in part
or in full, on the terms of this Agreement.
2.2 The Principal's order, established hereunder, shall constitute solely such
actions of the Agent which, when performed, will result in termination of the
full scope of all the Principal's obligations in respect of the payment of the
Principal's Debt amount, while the Agent's total expenses incurred upon the
performance of such order shall be up to one hundred million US dollars
(US$100,000,000), or in termination of the Principal's obligations in respect of
payment of any portion of the Principal's Debt amount, which portion shall be
not less that eleven billion six hundred sixty-five million three thousand two
hundred eight Japanese yens ((Y)11,665,003,208), while the Agent's total
expenses incurred on the performance of such order shall be not more that
seventy-five million five hundred thirty-five thousand sixty-four US dollars
(US$75,535,064).
Redemption of any portion of the Principal's Debt in an amount less that eleven
billion six hundred sixty-five million three thousand two hundred eight Japanese
yens ((Y)11,665,003,208) shall be deemed as executed without the Principal's
order, and the Agent's expenses incurred thereupon shall not be reimbursable.
2.3. For the purposes of performance of the Principal's order, the Agent
undertakes to transfer, in accordance with Resolution No. 221 of the Government
of the Russian Federation, dated April 16, 2003, to the Ministry of Finance of
the Russian Federation, the Debt Claims, free of any encumbrances and rights of
third parties, as well as the Debt Claims Assignment Certificates or, at the
Agent's or subagent's discretion, other rights of claim for the Russian
Federation's obligations constituting the state external debt of the Russian
Federation, by entering, on its behalf, into an assignment agreement with the
Ministry of Finance of the Russian Federation, providing for the transfer
mentioned in this clause 2.3 above.
The Parties hereby establish that the Agent's performance of the Principal's
order hereunder shall not create a ground for transition, to the Agent, of any
creditor's rights under the Debt Obligation in respect of the Principal, and the
Principal shall not assume any obligations to pay, for the benefit of the Agent,
any sums under the Debt Obligation and shall not grant its consent with respect
to transition, to the Agent, of claims arising out or in connection with the
Debt Obligation.
2.4. The holder of the right in respect of the Debt Claims and Debt Claims
Assignment Certificates or other rights of claims for the Russian Federation's
obligations constituting the state external debt of the Russian Federation must
be only the Agent or the subagent retained by the Agent for the purpose of
performing the Principal's order. Acquisition, by the Agent or the subagent, of
rights in respect of the Debt Claims and Debt Claims Assignment Certificates or
any other rights of claims for the Russian Federation's obligations constituting
the state external debt of the Russian Federation shall be carried out by the
Agent or the subagent at its own expense and without order from the Principal.
The effect of this Agreement shall not cover acquisition, by the Agent or the
subagent, of rights in respect of the Debt Claims and Debt Claims Assignment
Certificates or any other rights of claims for the Russian Federation's
obligations constituting the state external debt of the Russian Federation. The
holding of the Debt Claims and Debt Claims Assignment Certificates or any other
rights of claims for the Russian Federation's obligations constituting the state
external debt of the Russian Federation shall be performed solely by the holder
of the right on its own behalf and in its own interests.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1 Rights and Obligations of the Agent.
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3.1.1 The Agent is obliged to perform the order, given thereto, in accordance
with the Principal's instructions upon the occurrence of the following
circumstances:
(1) entering into force of the agreement subject to conclusion in accordance
with Resolution No. 221 of the Government of the Russian Federation, dated April
16, 2003, between the Principal, the Ministry of Finance of the Russian
Federation and Vneshekonombank, providing for the possibility to discharge the
Principal's Debt by transfer, to the Ministry of Finance of the Russian
Federation, of the Debt Claims and Debt Claims Assignment Certificates or other
rights of claims for the Russian Federation's obligations constituting the state
external debt of the Russian Federation, as well as for the possibility of
discharge of the Principal's Debt by a third party; and
(2) acquisition by the Agent or the subagent, retained by the Agent for the
purpose of performing the Principal's order, of rights in respect of the Debt
Claims and Debt Claims Assignment Certificates or other rights of claim for the
Russian Federation's obligations constituting the state external debt of the
Russian Federation.
3.1.2 Without prejudice to provisions of clause 2.2 and clause 4.2 hereof, the
Agent may deviate from the Principal's instructions if, in the circumstances,
the Principal's interests require so and the Agent could not have served an
inquiry to the Principal in advance or has not received a response to its
inquiry within two (2) business days. The Agent is obligated to notify the
Principal on the deviations occurred, as soon as such notification becomes
possible.
3.1.3 For the purpose of performing this Agreement, the Agent is entitled to
enter into a subagency agreement with another person, remaining responsible for
the subagent's actions to the Principal.
3.1.4 The Agent is obligated to provide the Principal, upon its request, with
all information about the course of the order execution.
3.1.5 As soon the Principal's obligations in respect of the Principal's Debt
portion making not less than eleven billion six hundred sixty-five million three
thousand two hundred eight Japanese yens ((Y)11,665,003,208) are terminated, a
settlement reconciliation acknowledgement should be signed among the Principal,
the Ministry of Finance of the Russian Federation and Vneshekonombank,
confirming, along with the documents specified in this subclause 3.1.5, the
termination of the Principal's obligation in respect of the Principal's Debt
portion making not less than eleven billion six hundred sixty-five million three
thousand two hundred eight Japanese yens ((Y)11,665,003,208). Within five (5)
business days of the date of signing of the settlement reconciliation
acknowledgement specified in this subclause 3.1.5, the Agent shall provide, to
the Principal, a preliminary performance report (the "Preliminary Report") where
the Agent shall specify the sum of money which should be earmarked by the Agent
as a total note amount of the Promissory Notes in accordance with clause 4.3
hereof towards reimbursement of the expenses which have been and/or will be
incurred by the Agent in connection with the performance of the Principal's
order. The Agent is obligated to complement the Preliminary Report with the
following documents:
(a) a notarized copy of the assignment agreement, specified in clause 2.3
hereof, made between the Agent or the subagent and the Ministry of Finance of
the Russian Federation;
(b) a notarized copy of the acknowledgement confirming the transfer of the Debt
Claims Assignment Certificates from the Agent or subagent to the Ministry of
Finance of the Russian Federation;
(c) a copy, certified with an authorized signature and seal of the Ministry of
Finance of the Russian Federation, of the letter, signed by an authorized
official of the Ministry of Finance of the Russian Federation and addressed to
Vneshekonombank and copied to the Principal, on the termination of the
Principal's obligation in respect of the Principal's Debt portion making not
less than
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eleven billion six hundred sixty-five million three thousand two hundred eight
Japanese yens ((Y)11,665,003,208);
(d) a notarized copy of the subagency agreement made between the Agent and the
subagent;
(e) copies, certified with an authorized signature and seal of the Agent, of
documents evidencing the actual expenses incurred by the Agent in connection
with the performance of the Principal's order in the amount making not less than
seventy five percent (75%) of the aggregate amount which, in accordance with the
agreements or other documents signed between the Agent and third parties, is
subject to be transferred for the benefit of such third parties for the purposes
of the Agent's performance by the Principal's order hereunder.
For the purposes of this Agreement, the date, on which the Principal shall have
received, to the full extent, the document specified in this clause 3.1.5 above,
shall be referred to as "Intermediate Date of Performance."
3.1.6 Within the period until January 15, 2004, the Agent shall provide, to the
Principal, a final report on the fulfillment of the order under this Agreement
(the "Final Report"), with the following documents attached thereto:
(a) a copy, certified with an authorized signature and seal of the Ministry of
Finance of the Russian Federation, of the authorization document issued by the
Ministry of Finance of the Russian Federation in the form of an order or
directive and signed by an authorized official of the Ministry of Finance of the
Russian Federation, which document shall, along with the settlement
reconciliation acknowledgment specified in subclause 3.1.5 hereof, the
settlement reconciliation acknowledgment to be signed among the Principal, the
Ministry of Finance of the Russian Federation and Vneshekonombank after the
termination of the Principal's obligation on the payment of the Principal's Debt
in full, documents specified in subclause 3.1.5 of the Agreement and this
subclause 3.1.6, evidence termination of the Principal's obligation on the
payment of the Principal's Debt in the full amount specified in clause 1.4
hereof (in the event that such obligations shall have been terminated in full);
(b) a copy, certified with an authorized signature and seal of the Ministry of
Finance of the Russian Federation, of the letter, signed by an authorized
official of the Ministry of Finance of the Russian Federation and addressed to
Vneshekonombank and copied to the Principal, on the termination of the
Principal's obligation on payment of the Principal's Debt in the full amount
specified in clause 1.4 hereof (in the event that the Principal's Obligations on
the payment of the Principal's Debt shall have been terminated in full);
(c) a copy, certified with an authorized signature and seal of Vneshekonombank,
of the letter, signed by an authorized official of Vneshekonombank and addressed
to the Ministry of Finance of the Russian Federation and copied to the
Principal, on the termination of the Principal's obligation on the payment of
the Principal's Debt in the full amount specified in clause 1.4 hereof (in the
event that the Principal's obligations on the payment of the Principal's Debt
shall have been terminated in full);
(d) copies, certified with an authorized signatory and seal of the Agent, of the
documents evidencing the actual expenses incurred by the Agent in connection
with the performance of the Principal's order (in the event that the Agent's
expenses, as of the Intermediate Date of Performance, have been ascertained not
in full).
3.2 Rights and Obligations of the Principal.
3.2.1 The Principal is obligated to promptly accept the Agent's reports, all the
documents provided thereby and everything performed thereby in accordance with
the Agreement. The Parties establish that the Principal's acceptance of the
Preliminary Report shall not constitute any direct or indirect
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approval, from the part of the Principal, in respect of the due performance by
the Agent of the rules contained in clauses 2.2 and 4.2 hereof concerning the
ratio between the amount of the Agent's expenses incurred upon the performance
of the Principal's order and the amount of the Principal's obligations on the
payment of the Principal's Debt.
3.2.2. The Principal is obligated to provide the Agent with documents required
to perform this Agreement.
3.2.3. The Principal is obligated to pay the Agent the fee stipulated hereunder
as well as reimburse it for the expenses incurred thereby in connection with the
performance of the Principal's order, in the amount and through the procedure
envisaged in Article 4 hereof.
4. SETTLEMENT PROCEDURE
4.1. For the Agent's performance of the Principal's order in accordance
herewith, as a result of which performance the Principal's Debt or a portion
thereof is discharged in accordance with clause 2.2 hereof, the Principal
undertakes to pay the Agent, not later than the Payment Date under Note 1
specified in Clause 4.3 hereof, a fee in the amount of the rouble equivalent of
one hundred thousand US dollars ($100,000), including VAT, calculated at the US
dollar - the Russian rouble official rate of exchange established by the Central
Bank of the Russian Federation and effective at the payment date.
In the event that the Principal's Debt, for any reasons, is not terminated on
the terms specified in clause 2.2 hereof, the Principal shall, within fifteen
(15) days of the date of transfer of the Final Report to the Principal, pay the
Agent a fee in the amount of three thousand roubles (RUR3,000), including VAT.
4.2. The Parties hereby establish that the Agent is entitled to reimbursement
for the expenses incurred in connection with the performance of the Principal's
order on the terms specified in Clause 2.2 hereof. Subject to provisions of
clause 2.4 hereof, the Agent's expenses related to the performance of the
Principal's order shall include document supported:
(1) expenses incurred by the Agent in US dollars, equal to the price of the
acquisition of the Debt Claims by the Agent or of other rights of claim for the
Russian Federation's obligations constituting the state external debt of the
Russian Federation; or
(2) expenses incurred by the Agent in US dollars, equal to the amount of the fee
paid to the sub-agent and to the amount of reimbursement of the sub-agent's
expenses on the acquisition of the Debt Claims or other rights of claims for the
Russian Federation's obligations constituting the state external debt of the
Russian Federation. In the event that settlements between the Agent and the
sub-agent shall be executed by transferring property to the sub-agent, the
Agent's expenses shall be certified with the documents of the property transfer
to the sub-agent and with the documents evidencing the Agent's expenses on the
acquisition of such property. In the event that settlements between the Agent
and the sub-agent shall be made by means of an international bank transfer, the
Agent's expenses shall be evidenced by a printed copy of the electronic
communication prepared in accordance with the standards of the Society for
Worldwide Interbank Financial Telecommunications (SWIFT) evidencing the transfer
of the monetary funds, due to the sub-agent, to the sub-agent's bank account,
with filling section O70 with a note reading as follows: fees and disbursements
of beneficiary customer under Agency Agreement (Subagency Agreement) dd
___________, 2003, which note shall contain a reference to the date of entering
into the sub-agency agreement between the Agent and the sub-agent.
Reimbursement of the Agent's expenses shall be executed in accordance with the
procedure provided for in clause 4.3 of the Agreement.
Notwithstanding any other provisions herein to the contrary, the total amount of
the Agent's expenses related to the performance of the Principal's order shall
under no circumstances exceed:
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(a) in the event of termination of the Principal's Obligation on the payment of
the Principal's Debt in the full amount specified in clause 1.4 hereof, - a sum
of one hundred million US dollars ($100,000,000), and any other amount exceeding
the sum specified above shall be, to the extent of such excess, deemed as
incurred without the Principal's order and shall not be reimbursable;
(b) in case of termination of the Principal's obligation on the payment of the
Principal's Debt in the amount not less than eleven billion six hundred
sixty-five million three thousand two hundred eight Japanese yens
((Y)11,665,003,208), - a sum of seventy-five million five hundred thirty-five
thousand sixty four US dollars ($75,535,064), and any other amount exceeding the
sum specified above shall be, to the extent of such excess, deemed as incurred
without the Principal's order and shall not be reimbursable.
Any other expenses of the Agent and/or the sub-agent (other than the types of
expenses which are expressly specified in the clause 4.2), including those in
connection with discussion, preparation, signing and performance of this
Agreement and all other documents envisaged in the Agreement shall be deemed as
incurred without with Principal's order and shall not be reimbursable.
4.3. Should the Agent transfer, to the Principal, the Preliminary Report and
documents specified in clause 3.1.5 hereof, the Principal shall, within fifteen
(15) days of the Intermediate Date of Performance, issue, to the Agent towards
reimbursement of the expenses which have been and/or will be incurred by the
Agent in connection with the performance of the Principal's orders, the
Principal's promissory notes (the "Promissory Notes"), each of them should be
drawn up mainly in the form contained in Schedule A hereto and provide for: (i)
the Principal's obligation to pay the Agent a US dollar amount, without
effective payment stipulation, (ii) accrual, since the date of the note
execution, of interest of five point ninety-four percent (5.94%) p.a. on the
note amount, (iii) the time of payment as "at sight but not earlier than the
specified date", and, as such date, the Promissory Note shall specify the dates
(the "Payment Date") falling on the last day of a period continuing six (6),
twelve (12), eighteen (18), twenty-four (24), thirty (30), thirty (30) and
thirty-six (36) months since the Intermediate Date of Performance, respectively.
The total note amount of the Promissory Notes shall, subject to clause 4.2
hereof, be equal to the total amount of the expenses, specified by the Agent in
the Preliminary Report, which expenses have been and/or will be incurred by the
Agent in connection with the performance of the Principal's order, but in no
circumstance it shall exceed one hundred million US dollars (US$100,000,000) and
shall be ascertained in the Promissory Notes in the following way:
- Sixteen million six hundred sixty-six thousand six hundred sixty-seven US
dollars (US$16,666,667)
- in the promissory note, the Payment Date under which
is falling on the last day of the period continuing six (6) months ("Note 1");
- Sixteen million six hundred sixty-six thousand six hundred sixty-seven US
dollars (US$16,666,667)
- in the promissory note, the Payment Date under which
is falling on the last day of the period continuing twelve (12) months ("Note
2");
- Sixteen million six hundred sixty-six thousand six hundred sixty-seven US
dollars (US$16,666,667) in the promissory note, the Payment Date under which is
falling on the last day of the period continuing eighteen (18) months ("Note
3");
- Sixteen million six hundred sixty-six thousand six hundred sixty-seven US
dollars (US$16,666,667)
- in the promissory note, the Payment Date under which
is following on those day of the period continuing twenty-four (24) months
("Note 4");
- Eight million eight hundred sixty-eight thousand three hundred ninety-seven US
dollars ($8,868,397) - in the promissory note, the Payment Date under which is
falling on the last day of the period continuing thirty (30) months ("Note 5");
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- Seven million seven hundred ninety-eight thousand two hundred seventy US
dollars (US$7,798,270)
- in the promissory note, the Payment Date under which is
falling on the last day of the period continuing thirty (30) months ("Note 6");
- the remaining amount constituting a difference between the dollar equivalent
of eleven billion six hundred sixty-five million three thousand two hundred
eight Japanese yens ((Y)11,665,003,208), calculated at the Japanese yen - US
dollar cross-rate established with application of the official rates of exchange
of the Japanese yen for the Russian rouble and of the US dollar for the Russian
rouble established by the Central Bank of the Russian Federation for the first
day of the month in which the agreement specified in sub-clause (1) of clause
3.1.1 hereof is made, and the total note amount under the six (6) notes
specified above - in the promissory note, the Date of Payment under which is
falling on the last day of the period continuing thirty-six (36) months ("Note
7").
The transferring of the Promissory Notes to the Agent should be accompanied by
the transfer, to the Agent, of duly certified copies of the documents evidencing
powers of the persons who affixed their signatures on the Promissory Notes and
should be certified with the Promissory Notes acceptance acknowledgement drawn
up in the form contained in Schedule B hereto.
Without prejudice to the provisions of clause 4.4. hereof, the Parties hereby
establish that the transfer, by the Principal to the Agent, of the Promissory
Notes on the terms specified above shall be deemed a sufficient reimbursement
for the expenses incurred by the Agent in connection with the performance of the
Principal's order and replace the Principal's payment of any moneys to the Agent
towards reimbursement of the expenses in connection with the performance of the
Principal's order.
4.4. If, as of January 15, 2004, the Principal's obligations on the payment of
the Principal's Debt are terminated not in the full but, at that, to an amount
not less than eleven billion six hundred sixty-five million three thousand two
hundred eight Japanese yens ((Y)11,665,003,208), the Principal may refuse to
accept the Agent's performance of the order in respect of the amount
constituting an excess (if any) over eleven billion six hundred sixty-five
million three thousand two hundred eight Japanese yens ((Y)11,665,003,208) and
the Agent undertakes, not later than January 30, 2004, to return, to the
Principal at its request, Note 6 and Note 7, having placed the following
endorsement thereon: "Pay to the order of Open Joint Stock Company Long Distance
and International Communications "Rostelecom" (OGRN 1027700198767) located at: 5
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, Russian Federation, without recourse against OJSC
Alfa-Bank", with affixation of the Agent's seal, signatures of an authorized
representative and of the Chief Accountant of the Agent and with indication of
the date of the endorsement execution. The transferring of the notes to the
Principal should be accompanied by the transfer, to the Principal, of duly
certified copies of the documents evidencing powers of the persons who affixed
their signatures to the endorsements and should be certified with the Promissory
Notes Acceptance Acknowledgement drawn up in the form contained in Schedule B
hereto.
If the Agent defaults on its obligation on the transfer, to the Principal, of
Note 6 and/or Note 7 in accordance with the terms of this clause 4.4, the Agent
shall be liable to pay the Principal, until February 10, 2004, the ▇▇▇▇▇
equivalent of the note amount of the non-transferred Promissory Notes, which
equivalent shall be calculated at the US dollar - Russian ▇▇▇▇▇ official rate of
exchange established by the Central Bank of the Russian Federation and effective
at the payment date, and an amount of interest accrued on the note amount since
the date the relevant note was drawn and until the date of expiring of one year
since the respective Payment Date.
4.5. If the Principal defaults on its obligation on the transfer of the
Promissory Notes to the Agent, which obligation is established in clause 4.3.
hereof, the Principal shall be liable to pay the Agent a sum of money, by
installments, in the amount and within the periods which, had the Principal not
have defaulted on its obligation on of the transfer of the Promissory Notes,
would have been specified on the Promissory Notes in accordance with clause 4.3.
hereof, by transferring, to the Agent, a ▇▇▇▇▇ equivalent of such sum to be
calculated by the US dollar-Russian ▇▇▇▇▇ official rate of exchange
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established by the Central Bank of the Russian Federation and effective on the
Payment Date, as well as to pay an interest of five point ninety four percent
(5.94%) p.a. accrued on the amount of each of the installment payments. The
Principal may, any time, early perform, in part or in full, its obligations on
the reimbursement of the Agent's expenses by transferring, to the Agent, a sum
of money towards reimbursement of the amount of expenses, and a sum of interest
accrued by the date of such early reimbursement.
For the avoidance of doubt, the Parties acknowledge that if an obligation arises
for the Agent to return Note 6 and Note 7, the Principal's obligation on the
payment of a ▇▇▇▇▇ equivalent of the note amount of Note 6 and note amount of
Note 7 and of interest accrued on such amounts shall be deemed terminated on the
sixteenth day following the date when the Preliminary Report is submitted by the
Agent to the Principal.
If the Principal defaults on its obligations in respect of the timely transfer,
to the Agent, of any of the installment payments specified in this clause 4.5,
the Agent shall be entitled to claim the Principal should immediately pay all
the monetary amounts payable by the Principal for the benefit of the Agent in
accordance with this clause 4.5., including the amount of interest accrued by
the date of such early payment.
5. LIABILITY OF THE PARTIES
5.1 In the event the Principal delays performance of its obligation (a) to
pay the fee to the Agent or (b) to make the payments determined in Clause 4.5
hereof or in the event the Agent delays performance of its obligation determined
in Clause 4.4 hereof, the delaying Party shall pay to the other Party a penalty
at a rate of 24% (twenty-four percent) per annum of the overdue obligation per
day of delay.
6. FORCE MAJEURE
6.1 The Parties shall be relieved from liability for partial or complete
non-performance of their obligations hereunder if such non-performance results
from force majeure circumstances arising after the making hereof due to
emergencies the Parties could not have foreseen or prevented.
Such circumstances, in particular, shall include acts of government
authorities of the Russian Federation making performance hereunder impossible.
6.2 Upon the occurrence of circumstances specified in Clause 6.1 hereof,
each Party shall promptly so notify the other Party in writing. Such notice
shall contain data on the nature of such circumstances and official documents
evidencing the existence of such circumstances and, where possible, evaluating
their impact on the possibility of such Party's performance of its obligations
hereunder.
6.3 If a Party fails to give notice or delays the giving of notice as per
Clause 6.2 hereof, it shall reimburse the other Party for the losses it incurs.
6.4 In the event of occurrence of circumstances provided for under Clause
6.1 hereof, the term for the performance by such Party of its obligations
hereunder shall be extended for the duration of the period of such circumstances
and their effects.
6.5 If circumstances listed in Clause 6.1 hereof and their effects continue
to exist for more than eight weeks, the Parties shall conduct additional
negotiations to ascertain acceptable alternative modes of performance hereunder.
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7. CONFIDENTIALITY
7.1 The terms hereof and of the agreements (protocols, etc.) hereto shall
be confidential and may not be disclosed.
7.2 The Parties shall do their utmost to prevent their employees from
advising third parties about any details hereof or of exhibits hereto without
the other Party's prior consent.
8. APPLICABLE LAW AND DISPUTE RESOLUTION
8.1 This Agreement shall be governed and construed in accordance with
Russian Federation law.
8.2 Any disputes or differences shall be settled by the Parties by
negotiation. If any disputes or differences in connection herewith are not
settled within thirty (30) days of the date either Party gives relevant notice
to the other Party, such disputes or differences shall be settled by the Moscow
City Arbitrazh Court.
9. TERM OF AGREEMENT
9.1 This Agreement shall be valid from the date of its entry into force
until February 10, 2004 unless otherwise provided for hereunder.
9.2 If the Principal fails to perform its obligations to pay the fee to the
Agent and/or to reimburse losses within the term hereof or the Agent fails to
perform its obligations specified in Clause 4.4 hereof, the expiry hereof shall
not terminate the said obligations of the defaulting Party and such obligations
shall be terminated by their performance.
10. FINAL PROVISIONS
10.1 Any amendments or additions hereto shall be valid provided they are
made in writing and executed by the Parties' duly authorized representatives.
10.2 In the event the circumstances specified in Clause 3.1.1 hereof fail
to occur and/or the Agent fails to repay part of the Principal's Debt in an
amount of at least eleven billion six hundred sixty-five million three thousand
two hundred eight (11,665,003,208) Japanese yen by October 1, 2003 inclusive,
this Agreement shall be terminated.
10.3 Neither Party shall have the right to transfer its rights or
obligations hereunder to a third party without the other Party's prior consent
in writing. The said restrictions shall not apply to the Agent's right as
provided for under Clause 3.1.3 hereof to engage a subagent to perform the
Principal's instructions.
10.4 Any notices or communications shall be made in writing. Notices shall
be deemed duly given if delivered by registered mail or via a tested facsimile
channel to the proper number of the Party to receive such notice or
communication, receipt of such notice or communication to be confirmed by the
addressee or delivered in person to the following addresses of the Parties:
Principal
OJSC Rostelecom
14, ▇-▇▇ ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇.,
▇▇▇▇▇▇ ▇▇▇▇▇▇
fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Financial Director
Copy: Head of Treasury
9
Agent
OJSC Alfa-Bank
▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇ ▇▇▇▇▇▇
fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Chief, Debt Program Directorate
10.5 This Agreement shall enter into force as of June 5, 2003.
10.6 This Agreement is made in two counterparts, each having equal legal
validity, one counterpart per Party.
10
11. BANKING DETAILS
Principal:
OJSC Rostelecom
TIN 7707049388
Settlement account 40702810800000001375
with KB Russkiy Industrialniy Bank
correspondence account: 30101810500000000202 with Branch ▇▇. ▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇
BIC 044552202
Agent:
OJSC Alfa-Bank
TIN 7728168971
BIC ▇▇▇▇▇▇▇▇▇
correspondence account: 30101810200000000593 with OPERU of Moscow GTU of the
Bank of Russia
settlement account 47422810500000000422, 47422840800000000422
acc. No. 400927098 with JPMorgan Chase Bank, New York
SIGNATURES OF THE PARTIES:
For the Principal For the Agent
_________/signed/_________ _________/signed/_________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Khvesiuk
Director General Chairman of the Management Board
_________/signed/_________ _________/signed/_________
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Ivanovna Popova
Chief Accountant Chief Accountant
[Seal] [Seal]
11
Exhibit A
to Agency Agreement
dated June 5, 2003
FORM OF NOTE OF OJSC ROSTELECOM
PROMISSORY NOTE No. _______
Made on: _____________ 2003
Made in the City of Moscow
Open Joint Stock Company of Long Distance and International Telecommunications
Rostelecom (OGRN 1027700198767) located at: 5, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇,
Russian Federation, unconditionally undertakes to pay under this promissory note
a cash amount of _______________ US Dollars (US$______________) ("Note Amount")
and interest at a rate of __________ (_____) per annum accrued on the Note
Amount from the date of this note directly to Open Joint Stock Company
"Alfa-Bank" (OGRN [ ]) located at: [ ] or to the order of the said company.
Payment of the Note Amount and of interest hereunder shall be made in roubles at
the rate of the Central Bank of the Russian Federation as of the payment date.
This promissory note shall be paid upon presentation which may not occur prior
to [ ].
Payment shall be made in the City of Moscow.
Director General, OJSC Rostelecom
---------------------------
[Seal]
Chief Accountant, OJSC Rostelecom
---------------------------
12
Exhibit B
to Agency Agreement
dated June 5, 2003
FORM OF NOTE ACCEPTANCE
AND DELIVERY ACKNOWLEDGEMENT
Open Joint Stock Company of Long Distance and International Telecommunications
Rostelecom (hereinafter, "Rostelecom") located at: _________________ represented
by ____________ who is acting under ____________ and
Open Joint Stock Company "Alfa-Bank" (hereinafter, the "Bank") located at:
_______________ represented by _____________________________ who is acting under
_________________
have executed this note acceptance and delivery acknowledgement (the
"Acknowledgement") with regard to the following:
__________________ transferred to _____________ the following promissory notes
for the total note amount of ___________ US Dollars (US$_____________):
------- ----------------------------- ------------- --------------- --------------- -------------- ---------------
# Note Issuer Note Number Note Amount Interest Rate Date and Maturity
of Note Place of
Issue
------- ----------------------------- ------------- --------------- --------------- -------------- ---------------
1 Open Joint Stock Company of -------- ---------- ---------- ---------, ----------
Long Distance and City of
International Moscow
Telecommunications
Rostelecom
------- ----------------------------- ------------- --------------- --------------- -------------- ---------------
------- ----------------------------- ------------- --------------- --------------- -------------- ---------------
------- ----------------------------- ------------- --------------- --------------- -------------- ---------------
By executing this Acknowledgement, Rostelecom and the Bank evidence proper
performance of the obligation of __________ to transfer promissory notes as per
Clause _____ of the Agency Agreement between Rostelecom and the Bank dated June
5, 2003.
This Acknowledgement is made in two counterparts, each having equal legal
validity, one counterpart for each of Rostelecom and the Bank.
On behalf of Rostelecom On behalf of the Bank
Chief Accountant Chief Accountant
Seal Seal