Additional Agreement No. 1 to Contract between OAO Rostelecom and OJSC North- Western Telecom No.03-01-1035 (747-05-23) dated January 01, 2006
Exhibit 4.23.1
Additional Agreement No. 1
to Contract between OAO Rostelecom and OJSC North-Western Telecom No.03-01-1035 (747-05-23) dated January 01, 2006
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Moscow |
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Dated November 1, 2006 |
Rostelecom, Open Joint-Stock Company for Long-Distance and International Telecommunications, hereinafter, “Rostelecom”, represented by OAO Rostelecom General Director Dmitry Yevgenievich Yerokhin, authorized to act by the Charter, on the one part, and “North-Western Telecom”, Open Joint-Stock Company, hereinafter referred to as the “Operator”, represented by General Director ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ Akulich, authorized to act by the Charter, on the other part hereinafter collectively referred to as the “Parties”, and severally, as “Party”, have entered into this Additional Agreement (hereinafter, “the Agreement”) on the incorporation of the below-listed amendments to Contract No. 03-01-1035 (747-05-23) entered into by the Parties on January 01, 2006 (hereinafter, “the Contract”), as follows:
1. Modification of Contract.
The Parties agree to:
1.1. Clause 1.4. of the Contract shall be amended as follows:
“1.4. “Accrued income” means payments to the Operator by the Users for the Services rendered in the corresponding month.”
1.2. Clause 1.6. of the Contract shall be amended as follows:
“1.6. “Users” means persons, including subscribers, ordering and/or using the Services through the Operator, or through a Telecommunications operator whose communication network is connected to the Operator’s network at the local or zonal level, provided that settlements with such persons for the Telecommunication services provided by Rostelecom are effected by the Operator in accordance with the terms and conditions of this Agreement.
For the purpose of this Contract, users accessing Telecommunication services via general-purpose payphones of the Operator while using Telecommunication services with the help of telephone service pay cards issued by the Operator or any other general-purpose operator of the Russian Federation shall not be deemed Users. Any legal relationships that may arise between Rostelecom and the Operator in connection with the provision of the Telecommunication services indicated in this paragraph via general-purpose payphones of the Operator should be settled with a separate additional agreement to this Contract that the Parties shall have to execute in this case”.
1.5. Clause 1.12. of the Contract shall be amended as follows:
“1.12. “Telecommunications” means jointly “Long-distance telecommunications” and “International telecommunications” rendered to the Users by Rostelecom.
1.7. Clause 3.5.2. of the Contract shall be amended as follows:
The entire relations of the Parties hereunder shall be subject to the confidentiality terms and conditions as set forth in the Confidentiality Agreement No. 39-06-30 entered into by the Parties on August 30, 2006. 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.
1.8. For the purpose of this Agreement, Clause 1.7. shall apply as amended below:
“1.7. “Revenue earned” shall mean any financial resources contributed by Users on account of payment for Cards as such Users purchase such Cards, as related to the share due to Rostelecom for Telecommunication services rendered to Users via Payphones within the respective Reporting period”.
1.9. The table in Appendix No.2 of the Contract shall be supplemented with note 5) as follows:
“In the course of calculation of the agency fee the volume and cost parameters for the services rendered via general purpose payphones shall be deducted from parameters in forms 1.1. – 1.7 and 2.1., 2.2. of Appendix 3 to the Contract.”
2. Terms and Definitions
In this Agreement the following terms and definitions have the following meanings if not otherwise indicated by this Agreement:
2.1. “Users” shall mean users of the Telecommunication services accessing the Telecommunication services via Payphones and using the Telecommunication services with the help of a Card.
2.2. “Card” shall mean a telephone service pay card issued by the Operator or by any other general-purpose operator of the Russian Federation which card gives access to Telecommunication services via Payphones and allows the User to receive Telecommunication services on account of financial resources contributed by the User as payment for the Card when such User purchases such Card.
2.3. “Payphone” shall mean a general-purpose payphone of the Operator.
3. Subject Matter of the Agreement
3.1. The Operator undertakes to give access to Telecommunication services via Payphones.
3.2. The Operator shall take account of the volume of the Telecommunication services rendered by Rostelecom to Users via Payphones and remit to Rostelecom, in full, any Revenue earned generated during the respective Reporting period and Rostelecom shall pay for the services that the Operator renders to Rostelecom hereunder.
4. Obligations of Parties
4.1. The Operator undertakes the following obligations:
4.1.1. Give access to Telecommunication services via Payphones.
4.1.2. Communicate to users information on Rostelecom’s rendering Telecommunication services via Payphones (including Tariffs and changes thereof) including by means of placing respective information on Cards issued by the Operator.
4.1.3. Provide Rostelecom with data on the volume and cost of Telecommunication services rendered via Payphones within the respective Reporting period by means of including such data in the parameters of report forms required by Appendices No. 3 and 4 to the Contract and also by means of indicating this data specifically in the Act of acceptance of the services the execution of which is required by Clause 5.1 of this additional agreement.
4.1.4. Remit to Rostelecom any Revenue earned generated within the respective Reporting period. The amount of the Revenue earned shall be calculated on basis of the Telecommunication services rendered by Rostelecom to Users via Payphones within the respective Reporting period.
4.1.5. Regard any financial resources generated through the Operator’s sales of Cards issued by the Operator as advance payments contributed on account of the Operator’s communication services.
Adjust the amount of the advance payments referred to above in the direction of a smaller figure and regard the equivalent sum as Revenue earned as Rostelecom renders Telecommunication services via Payphones.
4.1.6. Make sure that Payphone numbers from which Users initiate calls are switched through to Rostelecom telecommunication networks.
4.1.7. Inform Rostelecom on the numbering capacity of Payphones and any changes thereof in accordance with Contract on connection No.03-01-01 dated August 01, 2003, as amended by Agreement No. dated and as may be amended thereafter.
4.2. Rostelecom undertakes the responsibility:
4.2.1. Pay for any services rendered to it by the Operator hereunder.
5. Settlements
5.1. Any settlements between the Parties shall be performed monthly on basis of this Agreement, the Act of acceptance of services executed according to the form indicated in Appendix No. 1 to this Agreement (“Act” hereinafter) and the ▇▇▇▇ for remittance of Revenue earned (“Rostelecom ▇▇▇▇”) and the ▇▇▇▇ for payment for the Operator’s services (“Operator ▇▇▇▇”). The amounts of payments hereunder payable by the Parties are estimated based on the following:
5.1.1. The Operator is obliged to transfer to Rostelecom 100% (one hundred per cent) of the Revenue earned for the telecommunications. The said amount shall be calculated on basis of the Act.
5.1.2. Rostelecom shall remit to the Operator payment for the services rendered by the Operator to Rostelecom hereunder in the amount of 20% of Revenue earned (exclusive of VAT) with regard to amounts remitted by the Operator to Rostelecom within the respective Reporting period. The said amount shall include VAT calculated on basis of the rate established by current RF law.
5.2. Before the 8th day of the Reporting period the Operator shall submit to Rostelecom the Operator ▇▇▇▇ and the Act signed by the Operator in two copies. A copy of the Act and Operator ▇▇▇▇ shall be sent to Rostelecom by fax with receipt confirmed, while originals shall be sent by registered mail with delivery confirmed. The date of receipt of the fax transmission shall be deemed the date of actual receipt of the Operator ▇▇▇▇ and Act. The Act shall include data on the volume and cost of the Telecommunication services rendered by Rostelecom via Payphones within the respective Reporting period.
5.3. Rostelecom shall review the Act submitted by the Operator and, provided it has no objections, shall sign and submit a copy of the Act to the Operator within five days following the receipt of the Act by fax. Rostelecom shall issue to the Operator a Rostelecom ▇▇▇▇ simultaneously with the submission of the Act. If there are any objections to the Act Rostelecom shall notify the Operator to that effect in writing within five business days following the receipt of the Act by fax. In doing so, Rostelecom shall approve the Act with the objections thereto and issue a Rostelecom ▇▇▇▇ in the amount of the uncontested sum. Copies of the ▇▇▇▇ and the approved Acceptance Act shall be sent to the Operator by fax. Originals of the documents are sent by registered mail with receipt acknowledged.
5.4. To eliminate objections to the Act 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. In case of discrepancies determined during the reconciliation less or equal 1% of the volume and cost parameters of the Telecommunication services rendered according to the Act of Acceptance then the Parties acknowledge volume and cost parameters of the Telecommunication services rendered and indicated in the Act to be true. If such reconciliation detects any discrepancies exceeding 1% of volume and cost parameters of the services rendered as indicated in the Act the Parties shall acknowledge that the actual volume and cost parameters submitted by the Operator are valid ones, however the Parties, shall execute and sign, on basis of the data reconciliation results, a Report of reconciliation of calculations between the Parties (“Reconciliation Report” hereinafter) and shall recalculate payments in the subsequent Reporting periods, if necessary. The signature of a Reconciliation Report by the Parties shall constitute Rostelecom’s signature of the Act. If the Parties acknowledge, in accordance with the provisions of this Clause 5.4. and following the reconciliation of calculations, that the Operator data is valid the Operator shall cancel the Operator ▇▇▇▇ previously issued pursuant to Clause 5.3. of the Agreement and shall issue to Rostelecom a new Operator ▇▇▇▇ including the adjusted amount due to the Operator for the services rendered in accordance with this Agreement.
5.5. The Operator shall pay the Rostelecom ▇▇▇▇ within ten (10) business days following its receipt from Rostelecom. Rostelecom shall pay the Operator ▇▇▇▇ within ten (10) business days following the Operator’s payment of the Rostelecom ▇▇▇▇.
5.6. The date of debiting the financial resources from the settlement account of the respective Party shall be deemed the date of performance by the Party of its monetary obligations hereunder.
6. Application of Contract provisions to legal relationships under the Agreement.
6.1. The following provisions of the Contract shall apply to legal relationships between the Parties hereto provided that those provisions do not contradict the provisions of this Agreement and subject to certain terms used in both in the Agreement and Contract having a different meaning:
A) Section 1: all Clauses except Clauses 1.4 and 1.5. (Clauses 1.6, 1.7, 1.8, 1.12 and 1.13. shall apply subject to the provisions of Section 1 of this Agreement).
B) Section 3: Clauses 3.1.1; 3.2.1; 3.2.2; 3.5.1 – 3.5.3 (Clauses 3.5.2 shall apply subject to the provisions of Section 1 of this Agreement).
C) Section 7: Clauses 7.1; 7.2; 7.4 (as regards submission of the Act); 7.5; 7.6 (as regards submission of the Act); 7.10.
D) Section 6, 8, 9, 10, 11, 12, 13 – shall apply in full.
E) Appendices No. 3, 4 and 8.
6.2. Any other provisions of the Contract that are not indicated in Clause 6.1. hereof shall not apply to the Parties’ legal relationships
7. Responsibility of the Parties
In case that any additional tax liabilities or fines or penalties for violation of tax and/or administrative legislation are levied from Rostelecom as a result of the Operator’s submission of invalid data in the Act or the Operator’s non-performance of its obligations envisaged by Clause 4.1.5. herein Rostelecom shall have the right to recover any said amounts from the Operator. This right of Rostelecom arises after the conclusion of the court appeal of the tax authorities and on the condition that the Operator is brought to participation in the proceedings or is informed about all facts of the dispute. In any case, the amount of responsibility of the Operator must not exceed the amount of their consideration.
8. General provisions
8.1. This Agreement shall enter in force from the date of its signing by the Parties.
8.2. This Agreement shall apply to actual relations between the Parties arising as from June 01, 2007.
8.3. This Agreement shall remain in effect for the whole duration of the Contract unless terminated earlier by agreement of the Parties.
8.4. This Agreement is an integral part of the Contract.
8.5. The agreement is issued in the Russian language in two original counterparts, one for each Party.
Details and Signatures of the Parties
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OAO Rostelecom:
Legal address: ▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇. ▇▇▇▇▇▇▇▇▇▇
General Director
▇.▇▇. Yerokhin 2007 Seal here |
OJSC NWT:
Legal address: (▇.▇▇▇▇▇▇▇▇ ▇▇. ▇▇), ▇▇/▇▇,
General Director
V.A. Akulich 2007 Seal here |
Appendix No. 1
to Additional Agreement No. 1
dt. 2007
Acceptance Act for Services Rendered
to Additional agreement No. 1
to Contract No. 03-01-1035 (747-05-23) dated January 01, 2006.
for month
This Act is drawn up between Rostelecom, Open Joint-Stock Company for Long-Distance and International Telecommunications, hereinafter, “Rostelecom”, represented by , acting on the basis of the Power of Attorney dated No. , on the one part, and Open joint-stock company North-Western Telecom (“Operator” hereinafter) represented by acting on the basis of , hereinafter collectively referred to as “Parties”, to certify that Rostelecom has rendered to Users Telecommunication services via general-purpose payphones and the Operator has rendered services pursuant to Clause 3.2 herein, as follows:
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The rendered services cost aggregated , including VAT .
The services were presented properly and according to Agreement terms.
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For Rostelecom:
OAO Rostelecom
2007 Seal here |
For Operator:
OJSC NWT
2007 Seal here |