Agreement 752-05-23

Exhibit 4.28

AGREEMENT№752-05-23

   The City of Yekaterinburg

 

Date: January 01, 2006

 

This Agreement is entered into by and betweenRostelecom, Open Joint-Stock Company for Long-Distance and InternationalTelecommunications, hereinafter, “Rostelecom”, represented by OAO RostelecomGeneral Director D.Ye. Yerokhin, authorized to act by Charter, on the one part,and Uralsvyazinform, hereinafter referred to as the “Operator”, represented byGeneral Director A.Ya. Ufimkin, authorized to act by Charter, on the other parthereinafter collectively referred to as the “Parties”, as follows:

Taking into account that

а)Rostelecom has a license for long-distance and internationaltelecommunications, the Operator has a license for local and intrazonalcommunication;

b)The Parties signed the Agreement on network connection dated August 01,2003 No. UF/D-MRK-01/03,

 The Parties agreed as follows:

1.                          Terms and Definitions

In this Agreement the following terms and definitionshave the following meanings if not otherwise indicated by this Agreement:

1.1.                  “Agreement” means the Agreement including allAppendices, Revisions, Addenda and Additional Agreements.

1.2.                  “Operator’s АВС Zone” meansABC zone located on the territory covered by the license of the Operator andABC zone, which relative non-geographic DEF numeration codes applied to and onwhich Rostelecom Service is rendered to the User.

1.3.                  “License of Rostelecom” means  the license for provision of long-distanceand international Telecommunication Services No. 29777 dated 11.12.2003.

1.4.                  “Accrued income” means payments to theOperator by the Users for the Services rendered in the corresponding month.Accrued income does not include income from the Telecommunication Services,rendered to the Users with the help of pay telephones, and on Operator’s calloffices.

1.5.                  “Associated Operator” means a telecommunicationoperator, which electric communication network is connected to the Operator’snetwork on a local or an zone level, excluding those communication operators,which signed Agreements with Rostelecom similar to this Agreement.

1.6.                  “Users” are the persons, including thesubscribers, ordering and/or using the Services via the Operator.

1.7.                  “Revenue earned” means  the income actually received by the Operatorfrom the Users in the corresponding month on account of payment for theTelecommunication Services. Earned Income does not include the income from theTelecommunication Services, rendered to the Users with the help of paytelephones, and on Operator’s call offices.

1.8.                  “Billing period” means the calendar monthstarting immediately after the month when Telecommunication Services wererendered to Users.

1.9.                  “Tariff” means the Service unit cost charged tothe User.

1.10.            “Long-Distance telecommunications” means theTelecommunication Services between Operator’s ABC zone Users and otherАВС / DEF zones Users (including Users of the Operator’sother ABC zones).

1.11.            “International telecommunications” means  the services of telephone connection betweenthe Users of the Operator’s numbering area and the Users located on theterritory of another country.



1.12.            “Telecommunication Services” means both “Long-DistanceTelecommunications” and “International Telecommunications”, rendered byRostelecom to Users on the basis of the Public Offer, given in Appendix 1.

2.                          Subject Matter of the Agreement

2.1.                  Rostelecom entrusts the Operator and theOperator shall for renumeration to perform on behalf and at the expence ofRostelecom the following legal and real effect activities, foreseen in clauses1, 4 and 9 of Appendix 2 to this Agreement.

2.2.                  The Operator shall render refundable servicesto Rostelecom enumerated in clauses 2, 3, 5, 6, 7 and 8 of Appendix 2 to thisAgreement.

3.                          Rights and Obligations of theParties

3.1.                  Rostelecom undertakes the followingobligations:

3.1.1.          In accordance with the statute-establishedprocedure, to determine the Tariffs for the Telecommunication Services, and toinform the Operator about them. In case of change of the fixed Tariffs, toinform the Operator about the like changes in written form, no later thanwithin 30 (thirty) days before the date of introduction of the new Tariffs.

3.1.2.          To pay the Operator for the Services foreseenin clause 2 of this Agreement rendered by the Operator to Rostelecom under thisAgreement.

3.1.3.          To issue the Operator a Power of Attorney forrecovery through legal proceedings of debts of the Users for theTelecommunication Services. If necessary Rostelecom should also issue theOperator a Power of Attorney to execute other obligations foreseen by thisAgreement.

3.2.                  Rostelecom has a right:

3.2.1.          To demand from the Operator the transfer ofthe payments amounts due to Rostelecom for the services rendered on the basisof the indications of the Operator’s communication gear, calculating the volumeof the connection services rendered.

3.2.2.          To control the accuracy of the fulfillment ofthe Agreement by the Operator on the grounds of the Check-up Procedure inaccordance with Appendix 8.

3.3.                  The Operator undertakes the followingobligations:

3.3.1.          Signing a Telecommunication ServicesAgreement with the Users to show the corporate name of Rostelecom renderingLong-Distance and International Telecommunication Services. To bring to thenotice of the Users the information about any changes of the Tariffs for the TelecommunicationServices, as well as the  procedure ofreceiving and paying for the Telecommunication Services.

3.3.2.          To keep book of the TelecommunicationServices rendered the Users by Rostelecom with the use of their owncommunication gear.

3.3.3.          To manage the billing (registration andtarification) of the Users’ outgoing long-distance and international calls. Bythe Service tarification, to apply the corresponding VAT rate to Tariffs inaccordance with the procedure indicated in Appendix 4 hereunder.

3.3.4.          In the Billing period to present (compose andprovide) the bills on behalf of Rostelecom, for the Services rendered to theUsers. The bills must be presented to the Users before the 15th day of theBilling period, indicating the total amount of payment and the dates ofrendering of each type of telecommunications, their volume and the cost of eachservice type, as well as the reminder that the User must pay for the Serviceswithin 10 days from the moment of issue of the bill. The bills are issued to theUsers on the basis of the indications of the Operator’s communication gear. Thebills for the Services rendered to the Users must be based on the Tariffs setby Rostelecom, and taking into consideration the Tariff change by Rostelecomwithin the context of one-time arrangements.

3.3.5.          To receive on their account amounts ofpayment from the Users for the Services.

3.3.6.          To keep book on the payment by the Users forthe Telecommunication Services rendered by Rostelecom and on the indebtednessof the Users for the Telecommunication Services, to draw up documents for thecorrection and write-off of debts, specified in Appendix 9 hereto, to performinventory of the indebtedness of the Users for the Telecommunication Servicesin the order established by Appendix 9 hereto.

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3.3.7.          To recover debts of the Users, arising in connection with nonpayment forthe Services rendered, including the performance of claim and actionproceedings against the Users connected with the payment for the Servicesrendered to the Users.

3.3.8.          To transfer monthly the payments due toRostelecom for the Services rendered by Rostelecom in accordance with Section 4hereof.

3.3.9.          To draw up invoices and reports for theformation of the sales log for the Telecommunication Services rendered to theUsers, in accordance with Appendix 4 hereto.

3.3.10.    Make out (issue and present) invoices for theTelecommunication Services, rendered to the Users, who are legal entities andindividual non-incorporated entrepreneurs

3.3.11.    To provide the storing of the documentation,namely: bills, drawn up for the Users for the Telecommunication Services, theTelecommunication Services Billing data, documents, proving the Users’ paymentfor the Telecommunication Services according to the law and the Operator’sinternal regulations on archiving terms of the documentation. To provide uponrequest of Rostelecom or third parties certified copies of the documents in thecases established by the current law, within the term of three (3) daysfrom the receipt of the corresponding request.

3.3.12.    To collect and present to Rostelecom theinformation in the format of the established forms of statistical accounts,containing the data about the Services rendered to the Users in accordance withthe form and terms indicated in Appendix 6 hereto.

3.3.13.    Base on the appropriate agency agreement enteredinto by the Parties, to make on behalf and at the expense of Rostelecomagreements between Rostelecom and Associated Operators on terms and conditionssimilar to those of this Contract.

3.4.                  The Operator has the following rights:

3.4.1.          To receive from Rostelecom the payment forthe fulfillment of the obligations under this Agreement in the amount and orderestablished in Appendix 4 hereto.

3.4.2.          To demand the fulfillment by the Users oftheir obligations on Telecommunications payment.

3.4.3.          To receive from Rostelecom the informationand documentation required for the fulfillment of the obligations hereunder.

3.4.4.          To suspend in accordance with the establishedprocedure the access to the Services for the Users failing to pay opportunelyfor the services in question.

3.5.                  The Parties undertake the followingobligations:

3.5.1.          By the fulfillment of the conditions of theAgreement – to be guided by the current law of the Russian Federation.

3.5.2.          To maintain the confidential character of theconditions and provisions of the Agreement, as well as any physical, technical,economic, financial and other information concerning each of the Parties andthe subject of the Agreement (“Confidential information”), and not to divulgethe like information to third persons without the consent of the other Partyhereunder, excluding the cases when such divulgence is required  in accordance with the law of the RussianFederation. Regardless of the aforesaid, each of the Parties hereto has theright to divulge the Confidential information to their employees provided therecipient of the like information is instructed to maintain the confidentialcharacter of the former. As concerns any divulgence of the Confidentialinformation, the Article is valid within (three) years from the expiry ofthe Agreement on any grounds.

3.5.3.          To render the Users information and referenceservices via the information office in accordance with the current law.

3.5.4.          The Parties shall sign  on the basis of which the Operator will signagency contracts on behalf and at the expence of Rostelecom the Agreementsbetween Rostelecom  and Associated Operatorssubject to conditions similar to the conditions of this Agreement.

3.5.5.          During one calendar month after thisAgreement enters in force to sign an agency agreement in accordance to whichthe Operator shall sign on behalf and at the expence of Rostelecom theTelecommunication Services Agreements with legal entities and individuals.

4.                          Parties’ Settlement

4.1.                    The mutual settlements between the Parties areperformed monthly on the basis of this Agreement, the Operator’s Report inaccordance with the form established in Appendix 3 hereto (“Operator’s Report”),the Acceptance Act for services rendered in accordance with the formestablished in Appendix 5 (hereinafter

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“Acceptance Act”), the Act of offsetting of claims (“Offset Act”) andthe invoice for payment (“Invoice”). The amounts of payments hereunder payableby the Parties are estimated based on the following:

4.1.1.          The Operator is obliged to transfer toRostelecom 100% (one hundred per cent) of the Revenue earned for thetelecommunications. The sums indicated are calculated on the basis of theOperator’s Report.

4.1.2.          Rostelecom is obliged to transfer to theOperator payment for services rendered by the Operator to Rostelecom inaccordance with para. 2 hereof. The amount of payment, the procedure ofsettlement of the accounts between the Parties for the services rendered by theOperator to Rostelecom, is negotiated in Appendix 2 to the Agreement. The sumsindicated are calculated on the basis of the Acceptance Act.

4.1.3.          The Parties agree on the possibility of theoffsetting of mutual demands (claims) indicated in paragraphs 4.1.1. and 4.1.2.of the Agreement by means of signing of the Offset Act. The transfer by theOperator to Rostelecom of the payments not liquidated by the offset isperformed on the basis of the bill presented by Rostelecom.

4.1.4.          Regardless of the provisions of paragraph4.1.3., on account of the fulfillment of the obligations indicated in paragraph4.1.1., the Operator is obliged to perform monthly not later than the 25th dayof the Billing period the transfer of the minimal payment to Rostelecom in theamount of no less than 34 % of the Accrued income on the basis of the billpresented by Rostelecom, in accordance with paragraph 4.3. hereof.

4.2.                    The Operator sends to Rostelecom the Operator’sReport within the term no later than the 8th day of the Billing period.Together with the Operator’s Report, the Operator sends to Rostelecom the Acts.Copies of the Operator’s Report and Acts shall be given to Rostelecom by afacsimile transmission with confirmation report, while original documents shallbe sent by registered mail with receipt acknowledged. The date of facsimiletransmission shall be the effective date of documents delivery.

4.3.                    Rostelecom considers the documentationpresented by the Operator and, in the absence of comments, approves the Operator’sreport, the Acceptance Act and the Offset Act. Together with this, Rostelecompresents to the Operator the bill. If Rostelecom has objections against thedocuments submitted by the Operator, Rostelecom shall give written notice tothe Operator of such objections within three (5) business days afterreceipt of documents by facsimile. Together with this, Rostelecom approves theOperator’s Report, the Acceptance Act and the Offset Act with the commentariesto them, and draws up the Invoice for the payments in the amount of theundisputed sum. Copies of the Invoice and the approved Operator’s Report,  Acceptance Act and Offset Act are sent to theOperator by a facsimile transmission, while the original documents shall besent by registered mail with receipt acknowledged.

4.4.                    To eliminate objections against the documentssubmitted by the Operator, the Parties shall, within 10 business days after thedate when Rostelecom gives written notice of such objections to the Operator,hold negotiations and shall reconcile / analyze their respective data. Based onthe results of such reconciliation, the Parties shall execute a Report ofreconciliation of mutual settlements (the “Reconciliation Report”) and, wherenecessary, shall adjust payments due for future Billing Periods.

By signing the Reconciliation Report between the Parties, Rostelecomshall acknowledge approval of the Operator’s Report.

4.5.                    Not limited by the provisions of paragraph4.1.3., the Parties agree upon the performance of the offsets of other mutualdemands (obligations) on the basis of the Offset Acts.

4.6.                    The date of charge-off of the money from theOperator’s account is considered the date of transfer by the Operator of thepayments hereunder.

4.7.                    All payments by the Users are to be charged to theOperator’s accounts.

4.8.                    Quarterly and upon necessity Rostelecom and theOperator perform the inspection of mutual settlements. The ReconciliationReport of Mutual Settlements is drawn up by the penaltyed party in twocounterparts and signed by the authorized representatives of the Parties. TheParty receiving the Reconciliation Report of Mutual Settlements must sign theReconciliation Report of Mutual Settlements or present its objectionsconcerning the reliability of the information contained in it within the periodof twenty (20) days from the date of dispatch of the Reconciliation Report ofMutual Settlements.

4.9.                    The indebtedness of the Users for theTelecommunication Services rendered by Rostelecom  is the Receivables of Rostelecom. The orderof collection of such accounts receivable is established by Article 5 ofthe Agreement.

4.10.              All other questions concerning the settlementof accounts between the Parties not indicated in this Section 4 areregulated by Appendix 7 to the Agreement.

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5.                          General Requirements to thePerformance of the Claiming and Action Proceedings

5.1.                    The Operator performs the claiming and actionactivities with the Users in accordance with the current law of the RussianFederation, the Agreement and the inner regulations of the performance of theclaiming proceedings adopted by the Operator.

5.2.                    The Operator performs the claiming proceedingsas regards the claims asserted by the Users concerning the quality of theServices rendered. The Operator also asserts claims to the Users concerningnon-performance or unduly performance by the latter of their obligations on theService payments.

5.3.                    In the process of handling of the Users’ claimsuse should be made of the information and referential data of the database ofthe Operator.

5.4.                    The claiming actions on the recovery of theUsers’ debts are performed by the Operator independently for the sake ofRostelecom on the ground of the power of attorney issued by Rostelecom inaccordance with paragraph 3.1.3. hereof. Irrespective of any inner regulationsof the claiming proceedings adopted by the Operator and contradicting thefollowing: In case of nonpayment by the User for the Services rendered withinthe period of more than three months from the moment of the payment of thecorresponding bill, the Operator has the right to sue the corresponding User.

5.5.                    For the performance of the claiming and actionproceedings the Operator receives from Rostelecom consideration established byAppendix 2 hereto.

5.6.                    The Operator shall cancel the account forTelecommunication Services if groundlessness of the claims to the User isproved by court. At the same time the Operator shall send to the address ofRostelecom the document of court decision, proving the inconsistency of drawnup bill.

6.                          The Tariffs for the Long-distanceand International Telecommunications

6.1.                    The long-distance telecommunications Tariffsare determined and changed in accordance with the current law.

6.2.                    The international telecommunications Tariffsare determined by Rostelecom and can be changed at any time, at that,Rostelecom is obliged to inform the Operator about the like changes in advance,in the written form, no later than 30 calendar days before the introduction ofthe new international telecommunications Tariffs.

6.3.                    The notification of the Users about the changesof the long-distance and international telecommunications Tariffs is performedby the Operator, in accordance with the current law and the inner notificationprocedure adopted by the Operator.

6.4.                    In the notification of the Operator about theTariffs for the long-distance and international telecommunications Rostelecomshould mention the inclusion into (or exclusion from) the Tariff of the ratesand sums of indirect taxes collected from the Users.

6.5.                    When non-recurrent actions, directed ontemporary decrease/increase of the Telecommunication Services Tariffs for theUsers because of limited period of time, Rostelecom shall send the Operator awritten notification no later than 15 calendar days in advance if such actionsare conducted.

7.                          Responsibility of the Parties

7.1.                    The Parties undertake the responsibility forthe non-performance or unduly performance of the obligations under theAgreement in accordance with the current law of the Russian Federation.

7.2.                    In case of violation by the Operator of theterms of fulfillment of their obligations for the transfer of payments due toRostelecom, Rostelecom has the right to claim from the Operator the penalty inthe amount of 1/300 of the refinancing rate of the Central Bank of the RussianFederation for every day of delay, of the sum payable by the Operator. TheOperator is obliged to pay to Rostelecom the penalty within the period of ten (10) bankingdays from the moment of the receipt of the corresponding payment demand. TheParties agree to perform the corresponding payments no later than within theperiod of ten (10) banking days from the moment of the receipt of thecorresponding demand.

7.3.                    In case of the presentation by the Operator ofunreliable data in the Report, provided that the amount payable calculated onthe basis of the unreliable Report data is smaller than the sum based on theamount of the actual Services rendered, Rostelecom has the right to charge tothe Operator the forfeit in the form of penalty. The amount of the forfeitconstitutes 1/300 of the refinancing rate of the Central Bank of the RussianFederation for every day starting from the day of presentation of unreliabledata when the discrepancy of the data was discovered, till the moment oftransfer by the Operator of the monies to be

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paid. The like forfeit in the form of the penalty is calculated on thebasis of the disparity between the amount of payments calculated on the basisof the reliable data and the amount of payments calculated on the basis of theunreliable data. The penalty, as well as the deficient payments to Rostelecommust be paid within the period of ten (10) banking days from the moment ofthe receipt of the corresponding payment demand.

7.4.                    In case of non-presentation (or untimelypresentation) of the Report by the Operator Rostelecom has the right to chargethe forfeit in the form of the penalty in the amount of 1/300 of therefinancing rate of the Central Bank of the Russian Federation for each day,starting with the day when the aforementioned documents had to be presented,until the day of the actual presentation of such data, of the redeemable sum.This forfeit must be paid within the period of ten (10) banking days fromthe moment of the receipt of the corresponding payment demand.

7.5.                    In case of violation by Rostelecom of theirobligations for the remuneration of the services rendered by the Operator, theOperator has the right to demand from Rostelecom the payment of the forfeit inthe form of penalty, in the amount of 1/300 of the refinancing rate of theCentral Bank of the Russia Federation for every day of payment delinquency. TheRostelecom is obliged to pay to the Operator the penalty within the period often (10) banking days from the moment of the receipt of the correspondingpayment demand.

7.6.                    In case of untimely approval by Rostelecom ofthe Report, the Operator’s Report or the presented invoice, the Operator hasthe right to demand from Rostelecom the payment of the forfeit in the form ofpenalty, in the amount of 1/300 of the refinancing rate of the Central Bank ofthe Russian Federation for every day, starting from the day when such Report orReconciliation Report was to be approved, until the day when such Report orReconciliation Report was actually approved and delivered to the Operator, fromthe amount payable. This forfeit must be paid within the period of ten (10) bankingdays from the moment of the receipt of the corresponding payment demand.

7.7.                    In case of untimely submission by Rostelecom ofthe notifications indicted in paragraph 6.2. hereof, the Operator has the rightto demand the forfeit in the form of fine, in the amount of one thousand (1000)rubles for every fact of such violation.

7.8.                    If in the result of submission of  unreliable data in the Operator’s Report,improper invoicing by the Operator, improper formation of the sections of thesales log or purchase log, improper application by the Operator of the VAT ratein accordance with paragraph 3.3.3, untimely submission of documentation by theOperator to Rostelecom, in accordance with paragraph  3.3.11, additional tax obligations, as wellas fines and punitive sanctions for the violation of the tax and/oradministrative law will be imposed on the Operator, Rostelecom has the right todemand the stated sums from the Operator. This right of Rostelecom arises afterthe conclusion of the court appeal of the tax authorities and on the conditionthat the Operator is brought to participation in the proceedings or is informedabout all facts of the dispute. In any case, the amount of responsibility ofthe Operator must not exceed the amount of their consideration.

7.9.                    The forfeits indicated in paragraphs 7.3 and7.4 of this Agreement can be collected from the Operator by Rostelecom on thecondition of observance by the former of the terms established byparagraphs  4.2-4.4 hereof.

7.10.              All forfeits under the Agreement are charged inaddition to any amounts of losses the recovery of which can be demanded by theParty charging the corresponding forfeit upon the Party which has violated theconditions of the Agreement, in accordance with the Agreement and the currentlaw of the Russian Federation.

8.                          Force Majeure Circumstances

8.1.                    The Parties are released from responsibilityfor non-fulfillment or improper fulfillment of their obligations on the Agreement, if they prove, that properfulfillment was impossible due to force majeure, which means extreme,unforeseen and inevitable circumstances in given conditions.

8.2.                    The Party that has suffered the influence ofthe force majeure circumstances must notify the other Party within the periodof ten (10) days about the character, type and the presumable duration ofthe force majeure influence, as well as indicate the fulfillment of whichobligations under the Agreement it affects, and to produce evidence of theoccurrence of such circumstances. In case of lack of notification the Partyaffected by the force majeure influence cannot refer to the influence of theforce majeure circumstances at a later time as to the cause exempting them fromliability.

8.3.                    The occurrence of force majeure circumstancesextends the terms of the fulfillment by the Parties of the obligationshereunder proportionate to the duration of their influence. If the influence ofthe force majeure circumstances lasts longer than six months, the Parties areobliged, upon proposal of one of the Parties, to coordinate the further actionsand/or the possibility of denouncement of the Agreement.

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9.                          Settlement of Disputes

9.1.                    The Parties should attempt to settle anydispute under the Agreement by means of negotiations, and in the case ofimpossibility to reach a mutually acceptable decision within the period of 30days from the moment of appeal by the penaltyed Party to the other Party, each ofthe Parties has the right to initiate the transfer of the like dispute for itto be considered by the arbitration tribunal in accordance with the RF Code ofArbitration Procedure.

10.                   Notifications

10.1.              Any notifications and other messages subject tothe transmission from one Party to the other must be transmitted in writtenform to the following addresses:

Ifthe Operator is the addressee:

RussianFederation,

Address:

Fax:()

Tel:()

If Rostelecom is theaddressee:

Russian Federation,

Physical address: 620041,Sverdlovsk Region, Yekaterniburg, Asbestovsky per., 4/a

Telephone:  (343) 216-28-77

Fax: (343) 341-37-86

Contact person:S.О. Vinogradov-Zhabrov

E-mail:Vinogradov@tcms14.rt.ru

10.2.              Each of the Parties can change their address bymeans of a written notification of the other Party, as indicated in thisparagraph.

11.                   Effective date of the Agreementand its validity term

11.1.              This Agreement is valid from the moment of itssigning by the Parties.

11.2.              Rights and obligations of the Parties underthis Agreement commence in case the below mentioned conditions are observed:

11.2.1.    Competentauthorities of Rostelecom take the decision to approve this deal in the orderprescribed by the law in force and/or by the constituent instruments ofRostelecom for considering the issues on conclusion agreements if there is aninterest in them.

11.2.2.    Competentauthorities of the Operator take the decision to approve this deal in the orderprescribed by the law in force and/or by the constituent instruments of theOperator for considering the issues on conclusion agreements if there is aninterest in them.

11.3.              The Agreement is valid for the period of oneyear from the moment of its coming into effect. If neither Party announcestermination of this Agreement thirty (30) calendar days before its statedexpiration, this Agreement shall be automatically extended for each subsequentyear. There shall not be any limit to the number of periods for which thisAgreement may be extended.

12.                   Miscellaneous

12.1.              Any changes and addenda to the Agreement arevalid only when they are made in written form and signed by the representativesof the Parties, in this case they constitute an integral part of it.

12.2.              The procedure of termination hereof isdetermined by the current law of the Russian Federation.

12.3.              All appendices to the Agreement constitute anintegral part of it.

12.4.              Appendix List:

Appendix No 1 Form ofPublic Offer.

Appendix No. 2 Costof services and amount of agency fee of the Operator.

Appendix No 3 Operator’sReport on the Services rendered to the Users (for each branch of the Operator).

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Appendix No. 4Peculiarities of the interaction of Rostelecom and the Operator for theprovision of the observance of the VAT law.

Appendix No. 5Acceptance act for services rendered.

Appendix No. 6 Listof reporting forms.

Appendix No. 7Settlement procedure.

Appendix No. 8Check-up procedure.

Appendix No. 9Regulations for handling of receivables and payables.

12.5.              The Agreement is drawn up in two (2) counterpartsin the Russian language, each of the counterparts having the equal legaleffect, one counterpart for each of the Parties.

13.                   Signatures of Parties

OAO Rostelecom:

 

OAO Rostelecom:

Legal address: 127047, Moscow, Delegatskaya st., 5

 

Legal address: 620014, Khabarovsk, Moskovskaya st., 11.

Physical address: 620067, Yekaterinburg,
Asbestovskiy Per., 4а.

 

Physical address: 620014, Khabarovsk,
Moskovskaya st., 11.

 

 

 

Bank details:

 

Bank details:

acct 40702810416090100310

 

acct  40702810749020101137

with Branch No.11 of Uralskiy Sberbank, Leninskiy, Yekaterinburg

 

with Zapadno-Uralskiy Bank of RF Sberbank

Correspondent account:

 

Correspondent account:

BIC 43735674, TIN 7707049388,

 

BIC 045773603, TIN 5902183094,

ОКОNH 52300,ОКPO 17514186,

 

ОКVED 64.20.11, ОКPО 01134530

KPP 665802001

 

 

 

 

 

 

 

 

General Director

 

General Director

 

 

 

OAO Rostelecom

 

OAO Rostelecom

 

 

 

 

 

 

/signed/  D.Ye. Yerokhin

 

/signed/  А. Ya. Ufimkin

January 01, 2006

 

January 01, 2006

Seal here

 

Seal here

 

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AppendixNo. 1
to Agreement No.752-05-23
dated January 01, 2006
Form of Public Offer


PUBLIC OFFER

On the conclusion of thelong-distance and international telecommunications agreement

Rostelecom, Open Joint-Stock Company for Long-Distanceand International Telecommunications, hereinafter, “Rostelecom” (hereinafter —the Operator), acting on the basis of License for the provision ofLong-Distance and International Telecommunications No 29777 dated 11.12.2003,represented by General Director Dmitry Yevgenievich Yerokhin, authorized to actby Charter, will sign Long-Distance and International TelecommunicationsAgreement with any person meeting the criteria set in Para. 1.3,

14.                   DEFINITIONS

1.1.   “Agreement”means Long-Distance and International Telecommunications Agreement signedthrough the accept by the User of this Public Offer in accordance with below mentionedclause 2 with all Appendices, Amendments, Addenda and Additional Agreements toit. Any reference in the offer to the Agreement (Article of the Agreement)and/or its conditions means a corresponding reference to the present publicorder (its Article) and/or its conditions.

1.2.    “LocalOperator” means a telecommunication operator meeting all the followingcriteria:

а)       the operator has the license for local telecommunication in the RussianFederation;

b)       telecommunication network of this operator has an output to the  PTN of the Russian Federation;

c)       the User is a Subscriber of the Operator;

d)        operator provides the User access to theTelecommunication Services.

e)        operator has the right to perform actionsconnected to billing the Users for the Telecommunication Services rendered bythe Operator on the basis of the Agreement signed with the Operator or on thebasis of the Agreement with a legal entity, to which the Operator granted theright and/or imposed the obligation to sign such an Agreement with an operator.

1.3.    “User”means a legal entity or a individual who is a Subscriber of the Local operatorand made an acceptance in the order described in clause 3 as result of whichthis Agreement deemed signed between this person or entity and the Operator.

            “Billingperiod” means a calendar month during which the Telecommunication Services wasrendered to the User.

            “Parties”shall mean the Operator and the User. The Operator and the User may also beindividually referred to as the “Party”.

            “Tariff”shall mean the price at which settlements shall take place between the Partieswith respect to Telecommunications.

             “TelecommunicationServices” shall mean long-distance and international telecommunication serviceswhich shall be rendered by the Operator to the User hereunder, whether with theaid of an automated service system or via an operator.

15.                   SUBJECT MATTER OF THE AGREEMENT

The Operator herewith undertakes to provide Telecommunications to theUser, whereas the User undertakes to effect payments for suchTelecommunications on the terms and conditions and in the manner herein stated.

16.                   SIGNING AGREEMENT

16.1.              Individual or legal entity, a Subscriber of theLocal Operator, considers to sign the Agreement with the Operator and acceptall the condition of this Public Offer in the following case:

16.1.1.    а) performing by a individual or a legalentity, a Subscriber of the Local Operator, effective subsequent actions withthe purpose of getting the Telecommunication Services from the Operator byusing  automatic servicing system —dialing “8” from the User’s equipment of the abovementioned individual or legalentity, connected to the correspondent Subscription line of the Local Operator;dialing prefix of Rostelecom, or

9



b) performingby a individual or a legal entity, a Subscriber of the Local Operator, effective  subsequent actions with the purpose ofgetting the Telecommunication Services from the Operator by using  Delay operation system, and namely:

Dialing of atelephone number indicated by the Local Operator for the purpose of gettingaccess to Long-distance or International Telecommunication Services, renderedby Rostelecom;

Placing of aLong-distance or International Telecommunications through the telecommunicationoperator of the Local Operator service.

16.1.2.    Getting telephone connection as a results ofactions, indicated in subclause a) or subclause b) of para. 3.1.1.

16.2.              Individual or legal entity, a Subscriber of theLocal Operator, from the moment the telephone connection is completed indicatedin para. 3.1.2, becomes the User acquiring all the rights and obligationsof the User set in this Agreement.

17.                   TELECOMMUNICATIONS RENDERING TERMS AND CONDITIONS

17.1.              Upon entering into this Agreement with theOperator, the User shall become entitled to the Telecommunication Services,whereas Rostelecom shall be obligated to provide the Telecommunication Servicesto the User, subject to technical possibility and provided that the User hasaccess to long-distance and international telecommunication services.

17.2.              To get the Telecommunication Services onautomatic servicing system, the User shall perform the actions enumerated insubclause a) of para. 3.1.1. of the Agreement; to get theTelecommunication Services on Delay operation servicing system, the User shallperform the actions enumerated in subclause b) of Para. 3.1.1. of theAgreement.

17.3.              Access to Long-distance or InternationalTelecommunication rendered to the User from his/her Subscription number,provided to the User by the Local Operator, can be suspended according to theinitiative of the Operator in the cases enumerated in para. 8.3 of theAgreement.

17.4.              Where technical possibility for the renderingof the Telecommunication Services to the User is partially unavailable, theOperator may limit number of call orders and call duration or, where suchtechnical possibility for the rendering of the Telecommunication Services isnot available altogether, may deny Telecommunication Services.

TheUser must be notified about the introduction of limitations at the moment oforder taking or in the moment of rendering of telecommunications by order service system.

Incase of any long-lasting limitations on the use of telecommunication services,telecommunication operator shall undertake to inform the User accordingly usingmass media, inquiry services, announcements in public telecommunicationfacilities, etc.

17.5.              The User which is a private individual herewithagrees that effective from the moment of his/her entering into this Agreement,his/her personal details may be included in inquiry service databases and maybe used for the provision of inquiry and other information services by theOperator or third parties.

17.6.              The Parties agree that, as the Local Operatorhas the right of billing the User for the Telecommunication Services renderedand the right to perform the claiming activity against the User, the Useragrees consequently to accept the bills of the Local Operator for theTelecommunication Services, to make payments to the Local Operator for theTelecommunication Services rendered to the User and if the necessity occurs tosend to the address of the Local Operator the claims to the Operator caused bythe failure of the Operator to fulfill or failure to fulfill in due manner  its obligations under the Agreement, as ifall the abovementioned activities of the Local Operator were performed directlyby the Operator.

18.                   RESPONSIBILITIES OF THE PARTIES

18.1.              The Operator undertakes the followingobligations:

18.1.1.    Torender the User the Telecommunication Services in compliance with the law of the Russian Federation, nationalstandards, technical norms and guidelines, license and the Agreement;

18.1.2.    Torender the User the Telecommunication Services according to the qualityrequired by the law of the Russian Federation in force.

18.1.3.    Toprovide timely billing for the Telecommunication Services rendered.

18.1.4.    Notifythe User via mass media of any changes in the service terms and conditions,methods of payment for the Telecommunication Services, at least 7 days beforeany such changes take effect.

10



Thenotification of the User about the change of the Tariffs for theTelecommunication Services is sent by the Local Operator in accordance with thelaw of the Russian Federation in force and the internal notification procedure,approved by the Local Operator no later than 10 days before the day ofintroducing new Tariffs for the Telecommunication Services.

18.1.5.    Performother Operator’s obligations as provided for in the applicable law of theRussian Federation and this Agreement.

18.2.              The User undertakes to:

18.2.1.    Payfor the Telecommunication Services provided to it within the time framesenvisaged by, and subject to the terms and conditions of, this Agreement.

18.2.2.    Performother User’s obligations as provided for in the applicable law of the RussianFederation and this Agreement.

19.                   RIGHTS OF THE PARTIES

19.1.              The Telecommunication Operator has the rightto:

19.1.1.    change,on a unilateral basis, the Tariffs, payment terms and conditions and timeframes pursuant to Paragraph 5.1.4 above.

19.1.2.    Initiatetemporary suspension of User’s access to the long-distance and internationaltelecommunication services in circumstances referred to in Paragraph 4.3. ofthis Contract

19.2.              The User shall have the right to:

19.2.1.    Raiseobjections against bills issued to it, in the manner described in Article 9below.

20.                   PAYMENT PROCEDURE

20.1.              The User shall pay for the TelecommunicationServices rendered under the Agreement exclusively to the Local Operator at theconditions of this clause 7. Monetary obligations of the User for theTelecommunication Services rendered to him/her expire from the moment of makinga payment for the Telecommunication Services to the Local Operator

20.2.              Tariffs for international telecommunicationsare established and changed in accordance with the current law of Russian Federation.

20.3.              International Telecommunications Tariffs shallbe established by the Operator and may be revised at any time.

20.4.              The payment for the services is made on amonthly basis, within a 10-day period from the day of billing for theServices rendered in the previous Billing period.

20.5.              The payment for the services is made by theUser in cash at the desk of the Local Operator or by payment order transferringonto the account of the Local Operator, or by any other means, set by the LocalOperator.

20.6.              Each Telecommunications bill shall identify theamount stated therein as payment for the Telecommunications provided byRostelecom.

21.                   RESPONSIBILITIES OF THE PARTIES

21.1.              The Operator and the User hold theresponsibility in accordance with the law of the Russian Federation in force,the Regulations of the provision of the Telecommunication Services and theAgreement.

21.2.              The Operator holds the responsibility for thequality of the services rendered.

21.3.              If the User delays payment or is otherwise inbreach of any requirements set forth by the Russian Law “On Telecommunications”,the Regulations, or this Agreement, the Operator may initiate, on a unilateralbasis, suspension of the User’s access to the Telecommunication Services untilthe User shall have settled any outstanding debt or, respectively, rectifiedother breaches committed by the User.

21.4.              For the breach of the payment terms the LocalOperator has the right charge the User the forfeit in the form of penalty interest in the amount of 0.5% of thecost of the Telecommunication Services rendered in the previous Billing Periodfor each day of the payment delay. The User shall pay such penalty to the Localoperator within 5 days after the claim for such penalty is made by the Localoperator.

22.                   DISPUTE SETTLEMENT

11



22.1.              Any dispute or contradiction which may arise onthe Contract shall be settled in accordance with the procedure forextrajudicial settlement of claims in anticipation of an action in the court.Any work with the User associated with the above procedure, under Article 4.6shall be carried out by the Local Operator by order of the Operator.

22.2.              The complaints of the User to the Operator inconnection to the execution of the Agreement by the latter are sent by the Userto the Local Operator in the order and in terms prescribed by the law of theRussian Federation in force. If a complaint lodged by the User is rejected infull or in part, or if no response is given to such a complaint within the timeframes prescribed by the Russian law for the review of such a complaint, theUser may initiate a court action at the Local Operator’s location.

22.3.              Should the User fail to fully or partially dischargeits obligations with respect to payment for Services, the Local Operator maymake an appropriate claim to the User. If the claim is fully or partiallydismissed by the User, or no answer from the User is received within the periodexceeding 3 months following the date the invoice of the Local Operator to theUser was due, the Local Operator may commence an action at the User’s place ofresidence. If any other Local Operator’s claim associated with the Contract isfully or partially dismissed, or no answer to such claim is received from theUser within the period exceeding one month following its sending by the LocalOperator, the Local Operator may commence an action at the User’s place ofresidence.

23.                   FORCE MAJEURE

23.1.              The Parties are released from responsibilityfor non-fulfillment or improper fulfillment of their obligations on the Agreement, if they prove, that properfulfillment was impossible due to force majeure, which means extreme,unforeseen and inevitable circumstances in given conditions.

23.2.              The occurrence of force majeure circumstancesextends the terms of the fulfillment by the Parties of the obligationshereunder proportionate to the duration of their influence. If the influence ofthe force majeure circumstances lasts longer than six months, the Parties areobliged, upon proposal of one of the Parties, to coordinate the further actionsand/or the possibility of denouncement of the Agreement.

24.                   TERMINATION OF THE AGREEMENT

24.1.              This Agreement may be terminated prior to itsstated expiration date in circumstances provided for by the law of the RussianFederation.

24.2.              Upon termination of this Agreement the Partiesshall settle all mutually outstanding accounts.

25.                   PERIOD OF VALIDITY  OF THEAGREEMENT

25.1.              This Agreement comes into effect from the daywhen a legal entity or a individual who is a Subscriber of the Local operator,makes an acceptance of this Public Offer in the order described in clause 3.The validity term of the Agreement is sine die.

26.                   MISCELLANEOUS

26.1.              The Operator and the User herewith acknowledgethat all terms and conditions of this Agreement shall be binding upon theParties.

26.2.              The User is aware of, and consents to, theavailable Telecommunication Services parameters as regards their quality, reliabilityand limitations.

26.3.              The User is aware of the Regulations of theprovision of the Telecommunication Services and consents to abide them.

General Director

OAO Rostelecom

/signed/  D.Ye. Yerokhin
January 01, 2006
Seal here

12

























Appendix2

to Agreement No.752-05-23

dated January 01, 2006

Cost ofservices and amount of agency fee of the Operator

Ref.
No.

 

Items

 

Price

 

 

 

 

 

 

 

1.

 

COLLECTING SUBSCRIBER PAYMENTS, % of the accrued income

 

6.25

%

 

 

 

 

 

 

2.

 

THE PROVISION OF SERVICES FOR THE CALL OF THE SUBSCRIBER PROCESSING WHEN PROVIDING THE ACCESS TO LD/INTERN. TELECOMMUNICATION SERVICES THROUGH THE DELAY AND IMMEDIATE SYSTEMS OF SERVICING, rubles/min

 

11.43

 

 

 

 

 

 

 

3.

 

BILLING PROCESSING OF TELECOMMUNICATIONS, rubles/min

 

0.075

 

 

 

 

 

 

 

4.

 

CLAIMING AND ACTION PROCEEDINGS, % of the accrued income

 

2.5

%

 

 

 

 

 

 

5.

 

DRAWING UP, PRINTING, STORING, MAKING BILL COPIES, rubles/min

 

0.04

 

 

 

 

 

 

 

6.

 

DRAWING UP, PRINTING, STORING, MAKING INVOICE COPIES, ACTS OF PERFORMED WORKS, SIGNING RECONCILIATION REPORTS WITH CLIENTS, rubles/min

 

0.063

 

 

 

 

 

 

 

7.

 

PREPARATION OF THE REPORTING FORMS, rubles/set

 

843,727

 

 

 

 

 

 

 

8.

 

DOCUMENTATION DELIVERY, rubles/min

 

0.025

 

 

 

 

 

 

 

9.

 

INFORMATION AND HELPLINE SERVICES FOR CLIENTS, rubles/min

 

0.05

 

 

Comment:

1.      The cost of the services and theOperator’s consideration are indicated excluding the VAT.

2.      According to the results of the Agreementexecution by the Parties in the first quarter of 2006, the Parties can sign anAdditional Agreement on changing the cost of services and the Operator’sremuneration set in this Appendix. In case the Parties decide to sign such anAdditional Agreement the parties shall sign it on  01.07.2006.

3.      The amount of the Accrued and Receivedincome is determined on the basis of the Operator’s Report.

4.      For theservice indicated in clause 2 of this Appendix the measurement unit is rubleper minute of connection through the immediate and delay servicing systems. Inlines 3, 5, 6, 8 and 9 hereof the measurement unit is ruble per minute of theoutgoing long-distance or international traffic.

 

OAO Rostelecom:

OAO Uralsvyazinform

 

 

General Director

General Director

OAO Rostelecom

OAO Uralsvyazinform

 

 

 

 

/signed/ D.Ye. Yerokhin

 

/signed/ А. Ya. Ufimkin

 

January 01, 2006

January 01, 2006

Seal here

Seal here

 

14



 

AppendixNo. 3
to Agreement No.752-05-23

dated January 01, 2006

Reportof the Operator
on the accrued income paid for the services rendered to the Users
Under Contract No. _________ dt.

Form 1.1

The report on the volumes and accrued income for theinternational telecommunications rendered to individuals (direction- andtime-wise)

 

 

 

 

 

 

 

 

 

 

In rubles.

 

 

 

 

 

 

 

Direction

 

Line

 

In

 

 

 

Without

 

 

 

 

 

Tariff

 

Traffic

 

Direction

 

code

 

code

 

minutes

 

Tariff

 

VAT

 

VAT

 

Total

 

category

 

type

 

1

 

2

 

3

 

4

 

5

 

6

 

7

 

8

 

9

 

10

 

Total

 

Х

 

100

 

 

 

Х

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Form 1.2

Thereport on the volumes and accrued income for the internationaltelecommunications rendered to self-sustained organizations (direction- andtime-wise)

 

 

 

 

 

 

 

 

 

 

In rubles.

 

 

 

 

 

 

 

Direction

 

Line

 

In

 

 

 

Without

 

 

 

 

 

Tariff

 

Traffic

 

Direction

 

code

 

code

 

minutes

 

Tariff

 

VAT

 

VAT

 

Total

 

category

 

type

 

1

 

2

 

3

 

4

 

5

 

6

 

7

 

8

 

9

 

10

 

Total

 

Х

 

200

 

 

 

Х

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Form 1.3

Thereport on the volumes and accrued income for the internationaltelecommunications rendered to budgetary organizations (direction- andtime-wise)

 

 

 

 

 

 

 

 

 

 

In rubles.

 

 

 

 

 

 

 

Direction

 

Line

 

In

 

 

 

Without

 

 

 

 

 

Tariff

 

Traffic

 

Direction

 

code

 

code

 

minutes

 

Tariff

 

VAT

 

VAT

 

Total

 

category

 

type

 

1

 

2

 

3

 

4

 

5

 

6

 

7

 

8

 

9

 

10

 

Total

 

Х

 

300

 

 

 

Х

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Form 1.4

The report on the volumes andaccrued income for the long-distance telecommunications rendered to individualsin (direction- and time-wise)

 

 

 

 

 

 

 

 

 

 

In rubles.

 

 

 

 

 

 

 

Direction

 

Line

 

In

 

 

 

Without

 

 

 

 

 

Tariff

 

Traffi

 

Direction

 

code

 

code

 

minutes

 

Tariff

 

VAT

 

VAT

 

Total

 

category

 

 type

 

1

 

2

 

3

 

4

 

5

 

6

 

7

 

8

 

9

 

10

 

Total

 

Х

 

400

 

 

 

Х

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15



 

Form 1.5

The report on the volumes andaccrued income for the long-distance telecommunications rendered toself-sustained organizations (direction- and time-wise)

 

 

 

 

 

 

 

 

 

 

In rubles.

 

 

 

 

 

 

 

Direction

 

Line

 

In

 

 

 

Without

 

 

 

 

 

Tariff

 

Traffic

 

Direction

 

code

 

code

 

minutes

 

Tariff

 

VAT

 

VAT

 

Total

 

category

 

type

 

1

 

2

 

3

 

4

 

5

 

6

 

7

 

8

 

9

 

10

 

Total

 

Х

 

500

 

 

 

Х

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Form 1.6

The report on the volumes andaccrued income for the long-distance telecommunications rendered to budgetaryorganizations (direction- and time-wise)

 

 

 

 

 

 

 

 

 

 

In rubles.

 

 

 

 

 

 

 

Direction

 

Line

 

In

 

 

 

Without

 

 

 

 

 

Tariff

 

Traffic

 

Direction

 

code

 

code

 

minutes

 

Tariff

 

VAT

 

VAT

 

Total

 

category

 

type

 

1

 

2

 

3

 

4

 

5

 

6

 

7

 

8

 

9

 

10

 

Total

 

Х

 

600

 

 

 

Х

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Form 1.7

Theconsolidated report of the Operator on the volumes and accrued income for theinternational and long-distance telecommunications rendered to all categoriesof users

 

 

 

 

 

 

In rubles.

 

Direction

 

Line code

 

In minutes

 

Without VAT

 

VAT

 

Total

 

1

 

2

 

3

 

4

 

5

 

6

 

International telecommunications, total

 

10

 

 

 

 

 

 

 

 

 

Individuals

 

20

 

 

 

 

 

 

 

 

 

Self-sustained organizations

 

30

 

 

 

 

 

 

 

 

 

Budgetary organizations

 

40

 

 

 

 

 

 

 

 

 

International telecommunications, total

 

50

 

 

 

 

 

 

 

 

 

Individuals

 

60

 

 

 

 

 

 

 

 

 

Self-sustained organizations

 

70

 

 

 

 

 

 

 

 

 

Budgetary organizations

 

80

 

 

 

 

 

 

 

 

 

total

 

90

 

 

 

 

 

 

 

 

 

 

Notes to the Forms:

1)                            Rostelecom offers the Operator the blank ofForms 1.1-1.7 to be filled (in the Excel format). There is a front sheetsimilar to the front sheet filled in when the form is submitted to the forms ofthe state statistical reports attached in Appendix 6 of this Agreement.

2)                            The Operator submits the Reports on amounts ofincome and on the accrued income for the service rendered (models of forms 1.1.-1.7.)for all the Operator’s and Associated Operators’ ABC zones.

3)                            Destination (names of foreign countries andinternational zones) with classification according to OAO Rostelecom Tariffs ofLong-Distance and International Telecommunications and their codes is indicatedin lines of the Forms 1.1-1.6.

4)                            In the columns “Tariff category” of the Forms1.1-1.6 the conventional code of the entry affiliation to the tariffcategory is indicated. The list of the codes is drawn up by OAO Rostelecomdepending on the tariffs applied.

The following code system is applied:

32

 

16

 

8

 

4

 

2

 

1

Method of connection

 

LD/ Inter

 

Working days/ week-ends

 

Tariff

 

 

16



 

Method of connection:

00 — Automatic method(automatic)

01 — International paytelephone (IPT) and automatic call office (ACO)

10 — With the help of anoperator without the possibility of automatic connection (non-automaticdestinations)

11 — With the help of anoperator (delay)

Type of connection:

0 — Long-Distancetelecommunication (highway)

1 — Internationaltelecommunication (foreign countries)

Day:

0 — Working days

1 — Week-ends andholidays

Tariff

The smaller Tariff corresponds to the bigger code. The most expensivetariff should have “0” code.

5)                            In line “Traffic type” Traffic code isindicated:  1- automatic, 2-operator, 3- IPT and ACO.

6)                            Lines “Line code” of Forms 1.1-1.7 arenot filled in by the Operator.

 

17









Form 2. The Operator’s report on the payments for thelong-distance and international telecommunications of OAO Rostelecom in_______________

2.1. Service rendering,service payments, service arrears variation in __________, rubles, kopecks

 

 

 

 

 

 

 

 

Service arrears by

 

Services rendered during the accounting month

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

the beginning of the
accounting month

 

Long-distance
telecommunications

 

International
telecommunications

 

Service payments for
the accounting month

 

 

 

Period of
service

 

 

 

For the
services liable
to income tax at
the rate of 18%


 

For the
services
liable to
income
tax at



 

Services liable
to income tax
at the rate
of 18%


 

Services
liable to
income
tax at


 

Services liable
to income tax at
the rate of 18%

 

Services
liable to
income
tax at


 

For the
services liable
to income tax at
the rate of 18%


 

For the
services
liable to
income
tax at



 

Description

 

month

 

year

 

Line
code

 

Total
sum

 

Including
VAT

 

the rate
of 0%

 

Total
sum

 

Including
VAT

 

the rate
of 0%

 

Total
sum

 

Including
VAT

 

the rate
of 0%

 

Total
sum

 

Including
VAT

 

the rate
of 0%

 

1

 

2

 

3

 

4

 

5

 

6

 

7

 

8

 

9

 

10

 

11

 

12

 

13

 

14

 

15

 

16

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prepayment accounted for service
payments in the accounting month

 

Service arrears
adjustment

 

Debt write-off
connected with inventory

 

Service arrears by the end
of the accounting month

 

For the
services liable
to income tax
at the rate of 18%


 

For the
services
liable to
income tax


 

For the
services liable
to income tax
at the rate of 18%


 

For the
services
liable to
income tax 


 

For the
services liable
to income tax
at the rate of 18%


 

For the
services
liable to
income tax 


 

For the
services liable
to income tax
at the rate of 18%


 

For the
services
liable to
income tax


 

Total sum

 

Including
VAT

 

at the rate
of 0%

 

Total sum

 

Including
VAT

 

at the rate
of 0%

 

Total sum

 

Including
VAT

 

at the rate
of 0%

 

Total sum

 

Including
VAT

 

at the rate
of 0%

 

17

 

18

 

19

 

20

 

10

 

22

 

23

 

24

 

25

 

26

 

27

 

28

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



2.2 Service prepayment flow in ________month, rubles, kopecks

 

 

 

 

 

 

 

 

 

Prepayment arrears by the
beginning of the accounting month

 

Prepayment received in the
accounting month

 

Prepayment accounted for service
payments in the accounting month

 

 

 

Prepayment
period

 

 

 

For the services
liable to income
tax at the rate of
18%


 

For the services
liable to income
tax at the rate of
0%


 

For the services
liable to income
tax at the rate of
18%


 

For the services
liable to income
tax at the rate of
0%


 

Services liable to
income tax at
the rate of
18%


 

Services liable to
income tax at
the rate of
0%


 

Description

 

Month

 

Year

 

Line
code

 

total

 

Including
VAT

 

total

 

Including
VAT

 

total

 

Including
VAT

 

total

 

Including
VAT

 

Total
sum

 

Including
VAT

 

Total
sum

 

Including
VAT

 

1

 

2

 

3

 

4

 

5

 

6

 

7

 

8

 

9

 

10

 

11

 

12

 

13

 

14

 

15

 

16

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Correction of prepayment
arrears received in
connection with inventory

 

Write-off of prepayment arrears
received in connection with inventory

 

Prepayment arrears by the end
of the accounting month

 

For the services liable
to income tax
at the rate of 18%

 

Services liable
to income tax
at the rate of 0%

 

For the services liable
to income tax
at the rate of 18%

 

Services liable
to income tax
at the rate of 0%

 

For the services liable
to income tax
at the rate of 18%

 

Services liable
to income tax
at the rate of 0%

 

total

 

Including
VAT

 

Total sum

 

Including
VAT

 

total

 

Including
VAT

 

Total sum

 

Including
VAT

 

total

 

Including
VAT

 

Total sum

 

Including
VAT

 

17

 

18

 

19

 

20

 

21

 

22

 

23

 

24

 

25

 

26

 

27

 

28

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes:

1.                                                Rostelecom offers the Operator the blank ofForm 2 to be filled (in the Excel format). There is a front sheet similarto the front sheet filled in when the form is submitted to the forms of thestate statistical reports attached in Appendix 6 of this Agreement.

2.                                                Columns “Description” and “Line code” are notfilled in by the Operator.

3.                                                The reports are filled out in the context ofthe periods of service rendering: one line of the report corresponds to oneservice period, the information is provided about service payment arrears, service rendering etc. during the currentaccounting period.

4.                                                The columns “Correction of arrears…” and “Write-offof arrears…” are filled periodically and on the basis of the documentsindicated in Appendix 9 hereto.



 

OAO Rostelecom:

 

General Director
OAO Rostelecom

 

/signed/D.Ye. Yerokhin
January 01, 2006
Seal here

 

OAO Uralsvyazinform

 

General Director
OAO Uralsvyazinform

 

/signed/А. Ya. Ufimkin
January 01, 2006
Seal here

 







Appendix No. 4
to Agreement No.752-05-23
dated January 01, 2006

Peculiarities of the Interaction of Rostelecom and the Operator
for the Provision of the Observance of the VAT Law

1.       Drawing up of invoices and submittal ofdocumentation on VAT

The Operator draws up invoices in the form approved bythe Governmental Regulation of the Russian Federation No.914 of 02.12.2000,only for the services of Rostelecom rendered to legal entities and individualentrepreneurs without the establishment of a legal entity, as well as for theprepayment services of Rostelecom rendered to the mentioned categories ofUsers.

The lines of the invoices are filled as follows:

 

Number
of invoice line

 

Order of filling out (what is indicated)

 

1

 

2

 

1

 

Invoice number. The number has the structure ХХХХХХХХ.АААААААА-РТК (21 characters), where ХХХХХХХХ — a unique number — the company code assigned to the Operator (legal entity) by Rostelecom. АААААААА — invoice ordinal number. The uniqueness of the number is secured by the Operator.

 

2

 

Company name (OAO Rostelecom)

 

 

Legal address of the company (Delegatskaya str. 5, 127091, Moscow)

 

2b

 

TIN 7707049388 / KPP of the direction of the company subsidiary, with which the Agreement is concluded

 

3

 

Dash

 

4

 

Dash

 

5

 

By invoicing (in a single copy) by the receipt of prepayment or by the rendering of the services at the expense of the earlier received prepayments — details of the payment-accounting document (payment order), otherwise — dash

 

6

 

Name of the client (central agency)

 

6a

 

Legal address of the client (central agency)

 

6b

 

TIN of the client / KPP of the organization department of the client organization

 

 

Column 1 of the invoice must contain the phrase “Long-distancetelecommunications”, “International telecommunications” or “Long-distance andinternational telecommunications” the number and date of the agreementconcluded between Rostelecom and the Users-legal entities, (if the likeagreement was concluded by drawing up a single document) or the phrase Publicoffer of the OAO Rostelecom dated _________ (if the like agreement wasconcluded in any other way). The invoices for the services of Rostelecomrendered to the population, as well as for the prepayment for the services ofRostelecom received from the population are not drawn. For the registration inthe account-book the Operator draws up (in a paper form) consolidated invoices:а) for the total cost of the Services of Rostelecom, rendered to thepopulation during the accounting period; b) for the aggregate prepaymentsreceived from the individual user within the period under review on account ofthe rendering of the services by Rostelecom. In line 6 of such invoices the client name “Population” isindicated, and lines 6 а and 6 b are not filled. For the registration inthe purchase book the Operator draws up a similar invoice for the sum of theprepayment received for the services of Rostelecom from the population, onaccount of which the services of Rostelecom were rendered in the accountingperiod.

To facilitate the signing of invoices for the Usersfor the services rendered by Rostelecom on behalf of Rostelecom, Rostelecomissues a power of attorney for the right of signing of invoices on behalf ofRostelecom to the Operator’s employees in accordance with the lists provided bythe latter.

The Operator draws up reports in respect of theservices of Rostelecom, the reports for the formation of sales and purchaselogs by Rostelecom. The reports for the formation of sales and purchase logsare drawn up in accordance with the Regulations of keeping log books of thereceived and composed invoices, sales and purchase logs by the adjustment ofVAT, approved by the Governmental Regulation of the Russian Federation RFNo.914 of 02.12.2000, taking into consideration the specified details.

25



 

The Report for the formation of the sales log is drawnup in accordance with Form 1.

In the Report for the formation of the sales log theOperator registers the invoices for the services of  Rostelecom, rendered to the Users during theaccounting period, as well as the invoices for the prepayment received from theUsers during the accounting period on account of the rendering of the servicesof Rostelecom. Besides, the Operator registers in the Report for the formationof the sales log the consolidated invoice for the cost of the services ofRostelecom, rendered to the population during the accounting period  and the sum of the prepayment received fromthe Users during the accounting period on account of the rendering of theservices of Rostelecom (see above). By the registration of such invoices incolumn 2 the client name “Population” is indicated, and columns 3, 3а, 3bof the Report are not filled. As regards the cost of the services of Rostelecomand the sum of the prepayment on account of the rendering of the services ofRostelecom, that were included into the consolidated invoices registered in theReport for the formation of the sales log, the Operator draws up a Registeraccording to Form 2 (at that, the sums included into the Register areassigned the numeration of the corresponding invoices).

The Report for the formation of the purchase log isdrawn up in accordance with Form 3.

In the Report for the formation of the purchase logthe Operator registers the invoices for the prepayment for the services ofRostelecom, on account of which the services of Rostelecom were rendered duringthe accounting period. Besides, the Operator registers in the Report for theformation of the purchase log the consolidated invoice for the prepayment forthe services of Rostelecom received from the population, on account of whichthe services of Rostelecom were rendered during the accounting period (seeabove). By the registration of such invoices in column 5 of the Report theseller name “Population” is indicated, and columns 3-4, 5а, 5b, 6of the Report are not filled. As regards the prepayments included into theconsolidated invoice registered in the Report for the formation of the purchaselog, the Operator draws up a Register according to Form 4.

Every month, the Operator must present to Rostelecomthe following documents:

·                                TheReport for the formation of the sales log for the month under review (accordingto Form 1). The Report is presented in paper form (paper-bound, signed bythe Director and Chief Accountant of the Operator) and in the electronicform  (in the format DBF DBASE IV);

·                                TheReport for the formation of the purchase log for the accounting month(according to Form 3). The Report is presented in paper form (paper-bound,signed by the Director and Chief Accountant of the Operator) and in theelectronic form  (in the format DBF DBASEIV);

·                                TheRegisters of the Services of Rostelecom and the prepayments included into theconsolidated invoices registered in the Reports for the formation of the sales andpurchase logs in the accounting month (according to Forms 2 and 4). TheRegisters are presented in the electronic form (in the format DBF DBASE IV).

All the indicated documents are drawn up and presentedcovering the activity of the Operator as a whole.

The Reports for the formation of the sales andpurchase logs are presented no later than the 18th day of the month following the accountingmonth (bound — by courier). The Registers of the Services of Rostelecom and theprepayments included into the consolidated invoices are presented no later thanthe 20th day of the third month following theaccounting month.

2.          The order of the application to the rendering of theservices of the 0% VAT rate and the presentation of the documentation provingthe validity of the application of the 0% VAT rate

In accordance with paragraph 7entry 1 of article 164 of the Tax Code of the Russian Federation the 0% VATrate is applied by the rendering of the services of Rostelecom for the officialuse by the international diplomatic and equated to them representatives or forpersonal use by the diplomatic or administrative and technical personnel ofthese representative offices, including the resident family members, providedthe law of the corresponding foreign country establishes the similar order inrelation to the diplomatic and equated to them representative offices of theRussian Federation and their employees or if the similar form is indicated inthe international agreement of the Russian Federation.

At the time of the conclusionof the present agreement the list of the countries in relation to the  diplomatic representative offices andemployees of which the 0% VAT rate is applied, is established by the Letter ofMinistry of Taxation and Charges  of theRussian Federation No.RD-6-23/382 of 01.04.2003 (with amendments). If after the conclusionof the present Agreement the Letter of MTC of the Russian Federation No.RD-6-23/382 of 01.04.2003 is cancelled, in order todetermine the list of the countries in relation to the diplomatic representativesand employees

26



 

of which the 0% VAT rateshould be applied, other duly approved and valid documents establishing theindicated list should be used.The possibility of the applicationof the 0% VAT rate to the foreign diplomatic representative office isdetermined in accordance with the list valid at the day of the rendering of theservices of Rostelecom.

The 0% VAT rate is appliedonly in relation to the services rendered to the diplomatic and equated to themrepresentatives by the subscriber numbers indicated in the agreement on therendering of the long-distance and international telecommunications betweenRostelecom (concluded by the Operator on behalf of Rostelecom) and thediplomatic representative office.

The 0% VAT rate is appliedexceptionally on the condition of the presentation by the diplomatic andequated to them representative office to the Operator of an official letter ofthe representative (signed by the head of representative office or thesubstitute, sealed by the stamp of the representative office in question),confirming that the services of Rostelecom are intended for the official use bythe representative offices or their employees.

The letter must contain thefollowing phrase: “This is to confirm that the long-distance andinternational telecommunications rendered by OAO Rostelecom (Delegatskaya str.5, 127091, Moscow) according to the public agreement No.______ dated _________________ by the list of subscriber numbers given beloware intended for the official use by the representative office”. Theletter must contain the list of the subscriber numbers by which the services ofRostelecom are rendered, in relation to which the 0% VAT rate is applied, inthe format:   (code ABC, DEF) (subscribernumber).

The Operator is obliged to providethe storing of the original of the indicated letters during the period of threeyears starting from the date of the end of the year in which the services ofRostelecom were rendered, and the presentation of these originals to Rostelecomin case of necessity.

In the case of the applicationof the 0% VAT rate the Operator must draw up the invoice for the diplomatic andequated to them representative office, indicating the fact of the rendering ofthe services of Rostelecom with the application of the 0%, VAT rate, with themark “for diplomatic use”.

By non-performance of theapplication of the aforementioned conditions the Operator should apply to therendering of the services of Rostelecom to the diplomatic and equated to themrepresentative office of the 18% VAT rate.

In accordance with theRegulations of the application of the zero VAT rate by the selling of goods(works, services) for the official use by the foreign diplomatic and equated tothem representative offices or for personal use by the diplomatic oradministrative and technical employees of these representative offices,including the resident family members, established by the GovernmentalRegulation of the Russian Federation No.1033 of 30.12.2000, in order to provethe validity of the application of the 0% VAT rate in relation to the servicesof Rostelecom, rendered to the diplomatic and equated to them representativeoffices during the accounting period, the Operator must present to Rostelecom:

·                                TheRegister of the Services by the rendering of which the 0% VAT rate was applied(hereinafter — Register), according to Form 5;

·                                TheRegister is presented in paper form, signed by the Director and ChiefAccountant of the Operator, as well as in the electronic form (format DBF DBASEIV).

·                                Thecopies of the letters of the diplomatic and equated to them representativeoffices listed in the Register, drawn up as indicated above and confirming thatthe Services of  Rostelecom are intendedfor the official use by the representative office or their  employees;

·                                Thecopies of the invoices indicated in the Register, in which it must be indicatedthat the Services of Rostelecom were rendered with the application of the 0%VAT rate, with the mark “for diplomatic use”;

·                                Thecopies of the agreements with the diplomatic and equated to them representativeoffices listed in the Register, concluded by the Operator on behalf ofRostelecom for the rendering of the Rostelecom Services.

All the indicated documents are drawn up and presentedcovering the activity of the Operator as a whole.

The indicated documents arepresented by the Operator no later than the 14th day ofthe month following the accounting month (faxed as hard copy).

 

Appendices

Form 1. The Report for formation of the sales log

Form 2. Register of the Services of Rostelecom andthe prepayments on account of the rendering of the Services of Rostelecom,included into the consolidated invoices, registered in the sales log.

27



 

Form 3. The Report for the formation of the purchaselog

Form 4. Register of the prepayments on account ofthe rendering of the Services of Rostelecom, included into the consolidatedinvoice, registered in the purchase log.

Form 5. Register of the services which were renderedat 0% VAT rate.

 

OAO Rostelecom:

OAO Uralsvyazinform

 

 

 

 

General Director

General Director

 

 

OAO Rostelecom

OAO Uralsvyazinform

 

 

 

 

 

 

 

 

/signed/ D.Ye. Yerokhin

/signed/А. Ya. Ufimkin

January 01, 2006

January 01, 2006

Seal here

Seal here

 

28









Form 1

The Report for the formation of the sales log

 

 

Unique
identifier

 

Details of the seller’s
invoice

 

 

 

 

 

 

 

Date of payment of the seller’s invoice (by
receipt of prepayment or
 by rendering of services
on account


 

Sales

Form
number

 

of the
recipient
of the bill

 

Number

 

Date
(DD.MM.
YYYY)

 

Name of
the Buyer

 

TIN of the
client

 

KPP of the
client

 

of the earlier received
prepayments)
(DD.MM.YYYY)

 

total,
including
VAT

 

 

 

 

 

1b

 

2

 

3

 

 

3b

 

4

 

 

 

 

Х

 

Х

 

Total

 

Х

 

Х

 

Х

 

 

 

 

 

 

***

 

***

 

***

 

***

 

***

 

***

 

***

 

 

 

 

***

 

***

 

***

 

***

 

***

 

***

 

***

 

Including

Sales liable to taxation at the rate of

 

 

18 per cent (5)

 

10 per cent (6)

 

 

0 per cent

 

 

20 per cent (8)

 

Purchases

Cost of sales
without VAT
(rubles,
kopecks)


 

VAT
amount
(rubles,
kopecks)


 

Cost of sales
 without VAT
(rubles,
kopecks)


 

VAT
amount
(rubles,
kopecks)


 

(rubles, kopecks)

 

Cost of sales
without VAT (rubles, kopecks)

 

VAT amount (rubles, kopecks)

 

 exempt from taxation (rubles, kopecks)

 

5b

 

6а*

 

6b*

 

7

 

8а*

 

8b*

 

9*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

***

 

***

 

***

 

***

 

***

 

***

 

***

 

***

***

 

***

 

***

 

***

 

***

 

***

 

***

 

***

 

Invoice indication
(prepayment invoice-
01/ service payment
invoice-02)


 

Indication of services
liable to taxation at
the rate of 0% VAT (1)

 

Number of the payment-
accounting document — payment
order (by receipt of prepayment
or by rendering of services at the
expense of the earlier received
prepayment).




 

Legal address of the client
(central agency)

10**

 

11***

 

12

 

13

Х

 

Х

 

Х

 

Х

***

 

***

 

***

 

***

***

 

***

 

***

 

***

 

* – the columns are not filled.

** – the indication 01 isused only for the registration in the sales log of the invoices for theprepayments received on account of the rendering of the services. By the registrationof the invoices for the services, the payment for which was performed asprepayment, the indication 02 is used.

*** – the indication isused for the registration in the sales log of both the invoices for theservices liable to taxation at the 0% VAT rate, and the invoices for theprepayments received on account of the rendering of the services liable totaxation at the 0% VAT rate.

Director

 

(Full name)

 

 

 

Chief accountant

 

(Full name)

 

29



 

The description of the fields for the DBF file

Field name

 

Name

 

Type, size

 

Description

 

1.

 

Form

 

N (2)

 

Form number. Acquires the value of 41

 

2.

 

Рeriod_d

 

С (7)

 

Accounting period (MM.YYYY)

 

3.

 

Subscrb_ID

 

C(15)

 

The unique identifier of the recipient of the bill. The identifier is formed by the Operator on the basis of the unique information in АСР (for instance, branch number, identifier of user, personal account number). The identifier must coincide with the identifier used by the transfer to the OAO Rostelecom of the user data, be unique within the borders of the whole company of the Operator, and must remain unchanged during the whole financial history of the user.

 

4.

 

Sel_f_num

 

С (21)

 

Details of the seller’s invoice Number

 

5.

 

Sel_f_date

 

D

 

Details of the seller’s invoice Date (DD.MM.YYYY)

 

6.

 

Cust_name

 

С (180)

 

Client name

 

7.

 

Cust_inn

 

N (12)

 

TIN of the client

 

8.

 

Cust_kpp

 

N (9)

 

KPP of the client

 

9.

 

Pr_brutto

 

N (13.2)

 

Sales total, including VAT

 

10.

 

Pr_net_18

 

N (13.2)

 

Sales total, excluding VAT (rubles, kopecks) liable to taxation at the rate of 18 % (5) of the sales

 

11.

 

Nds_18

 

N (13.2)

 

VAT amount (rubles, kopecks) liable to taxation at the rate of 18 % (5) of the sales

 

12.

 

Pr_net_10

 

N (13.2)

 

Sales total, excluding VAT (rubles, kopecks) liable to taxation at the rate of 10% (5) of the sales

 

13.

 

Nds_10

 

N (13.2)

 

VAT amount (rubles, kopecks) liable to taxation at the rate of 10 % (5) of the sales

 

14.

 

Pr_net_0

 

N (13.2)

 

Tax-free sales

 

15.

 

Pr_net_20

 

N (13.2)

 

Sales total, excluding VAT (rubles, kopecks) liable to taxation at the rate of 20 % * (8) of the sales

 

16.

 

Nds_20

 

N (13.2)

 

VAT amount (rubles, kopecks) liable to taxation at the rate of 20 % * (8) of the sales

 

17.

 

No_nds

 

N (13.2)

 

Sales exempt from taxation (rubles, kopecks)

18.

 

Pay_priz

 

N (2)

 

Invoice indication (prepayment invoice-01/ service payment invoice-02)

19.

 

Nds_priz

 

N (1)

 

Indication of services liable to taxation at the rate of 0% VAT (1)

20.

 

Cust_adr

 

C(200)

 

Legal address of the client (central agency)

21.

 

Cust_Pay_d

 

D

 

Date of liquidation of seller’s invoice

22.

 

Cust_Pay_n

 

C(21)

 

Number of the payment-accounting document — payment order (by receipt of prepayment or by rendering of services at the expense of the earlier received prepayment).

 

30



 

Form 2

Register of the Services ofRostelecom and the prepayments on account of the rendering of the Services ofRostelecom, included into the consolidated invoices, registered in the saleslog for ___________

 

Form 
number

 

Ref. No.

 

Unique
identifier of
the recipient
of the bill


 

Name of User

 

Address of individual

 

TIN of the client-individual

 

Invoice number

 

Cost of services (including VAT, rubles, kopecks)

 

Amount of VAT in service cost (rubles, kopecks)

 

Invoice indication (prepayment invoice-01/ service payment invoice-02)

 

 

1

 

 

 

2

 

3

 

4

 

5

 

6

 

7

 

8*

 

 

Х

 

 

 

Total

 

Х

 

Х

 

Х

 

 

 

 

 

Х

 

 

**

 

 

 

***

 

***

 

***

 

***

 

***

 

***

 

***

 

 

**

 

 

 

***

 

***

 

***

 

***

 

***

 

***

 

***

 

Details of the payment-accounting
document — payment order (by
receipt of prepayment or by rendering
of services on account of the earlier
received prepayments)



Number

 

Date
(DD.MM.YYYY)

9

 

10

Х

 

Х

***

 

***

***

 

***

[  ]               the indication 01 is used only for theprepayments received on account of the rendering of the services. By theregistration of the invoices for the services, the payment for which wasperformed as prepayment, the designation 02 is used.

The description of the fields for the DBF file

Field name

 

Name

 

Type, size

 

Description

 

1.

 

Form

 

N (2)

 

Form number. Acquires the value of 42

 

2.

 

Рeriod_d

 

С (7)

 

Accounting period (MM.YYYY)

 

3.

 

Seq_n

 

N (7)

 

Sequence number

 

4.

 

Subscrb_ID

 

C(15)

 

The unique identifier of the recipient of the bill.

 

5.

 

User_fio

 

С (80)

 

Name of User

 

6.

 

Cust_adr1

 

C(200)

 

Address of individual

 

7.

 

Cust_inn

 

N (12)

 

TIN of the client

 

8.

 

Sel_f_num

 

С (21)

 

Invoice number

 

9.

 

Pr_brutto

 

N (13.2)

 

Cost of services (including VAT, rubles, kopecks)

 

10.

 

Nds

 

N (13.2)

 

Amount of VAT in service cost (rubles, kopecks)

 

11.

 

Pay_priz

 

N (2)

 

Invoice indication (prepayment invoice-01/ service payment invoice-02)

12.

 

Cust_Pay_n

 

С (21)

 

Details of the payment-accounting document — payment order (by receipt of prepayment or by rendering of services at the expense of the earlier received prepayment). Number

13.

 

Cust_Pay_d

 

D

 

Details of the payment-accounting document — payment order (by receipt of prepayment or by rendering of services at the expense of the earlier received prepayment). Date (DD.MM.YYYY)

 

31



 

Form 3

TheReport for the formation of the purchase log

 

 

 

 

 

Unique identifier

 

Details of the seller’s invoice

 

Date of liquidation of seller’s

 

Date of registration of goods (works,

 

 

 

 

 

 

 

Country of origin of the goods

 

Purchase total, including

 

 

 

 

 of the

 

 

 

Date

 

invoice

 

services

 

 

 

TIN

 

KPP

 

CUSTOMS

 

VAT

Form

 

 

 

recipient of

 

 

 

 (DD.MM

 

(DD.MM.

 

(DD.MM

 

Seller’s

 

of the

 

of the

 

DECLARATION

 

(rubles,

number

 

No.

 

 the bill

 

Number

 

YYYY)

 

YYYY)

 

YYYY)

 

name

 

seller

 

seller

 

number

 

kopecks)

 

 

1

 

 

 

 

2b

 

3**

 

4***

 

5***

 

5а****

 

5b****

 

6*

 

7

 

 

Х

 

 

 

Total

 

Х

 

Х

 

Х

 

Х

 

Х

 

Х

 

X

 

 

 

 

***

 

 

 

***

 

***

 

***

 

***

 

***

 

***

 

***

 

***

 

***

 

 

***

 

 

 

***

 

***

 

***

 

***

 

***

 

***

 

***

 

***

 

***

 

Including

 

 

purchases liable to taxation at the rate of

 

 

 

 

18 per cent (8)

 

10 per cent (9)

 

 

 

20 per cent (11)

 

 

 

 

Cost of purchases without
VAT (rubles, kopecks)

 

VAT amount (rubles, kopecks)

 

Cost of purchases without
VAT
(rubles, kopecks)

 

VAT amount (rubles, kopecks)

 

0 per cent (rubles, kopecks)

 

Cost of purchases without
VAT (rubles, kopecks)

 

VAT amount (rubles, kopecks)

 

Purchases exempt from taxation (rubles, kopecks)

 

Indication of services liable to taxation at the rate of 0% VAT (1)

 

8b

 

9а*

 

9b*

 

10*

 

11а*

 

11b*

 

12*

 

13*****

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Х

 

Х

***

 

***

 

***

 

***

 

***

 

***

 

***

 

***

 

***

***

 

***

 

***

 

***

 

***

 

***

 

***

 

***

 

***

 

Director

 

(Full name)

 

 

 

Chief accountant

 

(Full name)

* – the columns are not filled.

** – the date of prepayment receipt.

*** – the last date of the service month.

**** – User’s details.

***** – Filled in connection to the advance payments for services with0%.VAT rate.

32



 

The description of the fields for the DBF file

Field name

 

Name

 

Type, size

 

Description

1.

 

Form

 

N (2)

 

Form number. Acquires the value of 43

2.

 

Рeriod_d

 

С (7)

 

Accounting period (MM.YYYY)

3.

 

Seq_n

 

N (7)

 

Sequence number

4.

 

Subscrb_ID

 

C(15)

 

The unique identifier of the recipient of the bill.

5.

 

Sel_f_num

 

С (21)

 

Details of the seller’s invoice Number

6.

 

Sel_f_date

 

D

 

Details of the seller’s invoice Date (DD.MM.YYYY)

7.

 

Cast_Pay_d

 

D

 

Date of liquidation of the seller’s invoice (DD.MM.YYYY)

8.

 

Accept_dat

 

D

 

Date of registration of the receipt of goods (works, services) (DD.MM.YYYY)

9.

 

Sel_name

 

С (120)

 

Name of the seller

10.

 

Sel_inn

 

N (12)

 

TIN of the seller

11.

 

Sel_kpp

 

N (9)

 

KPP of the seller

12.

 

Customs Declaration_num

 

С (50)

 

Country of origin of the goods. Customs Declaration number

13.

 

Pr_brutto

 

N (13.2)

 

Purchase total, including VAT (rubles, kopecks)

14.

 

Pr_net_18

 

N (13.2)

 

Purchase total, excluding VAT (rubles, kopecks) liable to taxation at the rate of 18 % (8)

15.

 

Nds_18

 

N (13.2)

 

VAT amount (rubles, kopecks) liable to taxation at the rate of 18 % (8)

16.

 

Pr_net_10

 

N (13.2)

 

Purchase total, excluding VAT (rubles, kopecks) liable to taxation at the rate of 10 % (5) of the sales

17.

 

Nds_10

 

N (13.2)

 

VAT amount (rubles, kopecks) liable to taxation at the rate of 10 % (5) of the sales

18.

 

Pr_net_0

 

N (13.2)

 

Tax free purchases

19.

 

Pr_net_20

 

N (13.2)

 

Purchase total, excluding VAT (rubles, kopecks) liable to taxation at the rate of 20 % * (8) of the sales

20.

 

Nds_20

 

N (13.2)

 

VAT amount (rubles, kopecks) liable to taxation at the rate of 20 % * (8) of the sales

21.

 

No_nds

 

N (13.2)

 

Purchases exempt from taxation (rubles, kopecks)

22.

 

Nds_priz

 

N (1)

 

Indication of services liable to taxation at the rate of 0% VAT (1)

 

33



 

Form 4

Register of the prepayments onaccount of the rendering of the Services of Rostelecom, included into theconsolidated invoice, registered in the purchase log for ___________

 

Form
number

 

Ref.
No.

 

Unique identifier of
the recipient
of the bill

 

Name of User

 

Invoice number

 

Cost of services (including VAT, rubles, kopecks)

 

Amount of
VAT in
service cost
(rubles, kopecks)


 

 

1

 

 

 

2

 

3*

 

4

 

5

 

 

X

 

 

 

Total

 

Х

 

 

 

 

 

 

***

 

 

 

***

 

***

 

***

 

***

 

 

***

 

 

 

***

 

***

 

***

 

***

 

Details of the payment order

Number

 

Date
(DD.MM.YYYY)

6

 

7

Х

 

Х

***

 

***

***

 

***

* – invoice number assigned upon receipt of theprepayment

The description of the fields for the DBF file

Field name

 

Name

 

Type, size

 

Description

1.

 

Form

 

N (2)

 

Form number. Acquires the value of 44

2.

 

Рeriod_d

 

С (7)

 

Accounting period (MM.YYYY)

3.

 

Seq_n

 

N (7)

 

Sequence number

4.

 

Subscrb_ID

 

C(15)

 

The unique identifier of the recipient of the bill.

5.

 

User_fio

 

С (80)

 

Name of User

6.

 

Sel_f_num

 

С (21)

 

Invoice number

7.

 

Pr_brutto

 

N (13.2)

 

Cost of services (including VAT, rubles, kopecks)

8.

 

NDC

 

N (13.2)

 

Amount of VAT in service cost (rubles, kopecks)

9.

 

Cast_Pay__n

 

C(25)

 

Details of the payment order Number

10.

 

Cust_Pay_d_d

 

D

 

Details of the payment order Date (DD.MM.YYYY)

 

34



 

Form 5

Register of theServices which were rendered at 0% VAT for ________

 

Form

 

 

 

 

 

Cost of

 

Details of the invoice

number

 

Ref. No.

 

Name of representative offices

 

services

 

Number

 

Date

 

 

1

 

2

 

3

 

4

 

5

 

 

Х

 

Total

 

 

 

Х

 

X

 

 

***

 

***

 

***

 

***

 

***

 

 

***

 

***

 

***

 

***

 

***

 

Details of the letter of confirmation

 

Details of the agreement with the User

Number

 

Date

 

Number

 

Date

6

 

7

 

8

 

9

Х

 

Х

 

Х

 

Х

***

 

***

 

***

 

***

***

 

***

 

***

 

***

 

Director

 

(Full name)

 

 

 

Chief accountant

 

(Full name)

 

The description of the fields for the DBF file

Field name

 

Name

 

Type, size

 

Description

1.

 

Form

 

N (2)

 

Form number. Acquires the value of 45

2.

 

Seq_n

 

N (7)

 

Sequence number

3.

 

Prs_n

 

С (50)

 

Name of representative offices

4.

 

Embassy_n

 

N (13.2)

 

Cost of services

5.

 

Srv_period

 

C(21)

 

Details of the invoice Number

6.

 

Sel_f_num

 

D

 

Details of the invoice Date

7.

 

Sel_f_date

 

C(15)

 

Details of the letter of confirmation Number

8.

 

Lettr_num

 

D

 

Details of the letter of confirmation Date

9.

 

Pay_doc_d

 

С (25)

 

Details of the agreement with the users Number

10.

 

Contract_n

 

D

 

Details of the agreement with the users Date

 

 

 

35



 

Appendix No. 5
to Agreement No.752-05-23
dated January 01, 2006

AcceptanceAct for Services Rendered
 Under Contract No._________ dt.

for ______________ month_________

This Act is drawn up between Rostelecom, OpenJoint-Stock Company for Long-Distance and International Telecommunications,hereinafter, “Rostelecom”, represented by                                                                     ____________________ authorized to act by Power of attorneyNo._______________________ dated                                                                                                                                                                      160;                                   __________ on the one part, and                                                                                   ___________________________________________, hereinafter referred to as “Operator” representedby_________________________________, acting on the ground of_______________________________________, hereinafter altogether referred to asthe “Parties”, confirming the following services rendered by Operator toRostelecom:

 

 

 

 

 

Basis for the calculation of the service cost

 

Ref. No.

 

Service Description

 

Title

 

Value

 

1

 

2

 

3

 

4

 

1

 

Services, stipulated by para. 2.1. of the Agreement:

 

Accrued income

 

 

 

Total

 

 

 

 

 

 

 

 

Service Tariff, rubles/pcs

 

Service Cost inc. VAT, rubles

 

Including VAT, rubles

 

5

 

6

 

7

 

0.069

 

 

 

 

 

Total

 

 

 

 

 

 

The rendered services cost aggregated  ________, including VAT _______.

The services were presented properly and according toAgreement terms.

 

OAO Rostelecom:

 

General Director
OAO Rostelecom

 

/signed/ D.Ye. Yerokhin
January 01, 2006
Seal here

 

OAO Uralsvyazinform

 

General Director
OAO Uralsvyazinform

 

/signed/ А. Ya. Ufimkin
January 01, 2006
Seal here

 

36



 

Appendix No. 6

to Agreement No.752-05-23
 dated January 01, 2006

List of Reporting Forms

1.      TheIRO branches provides the information for forming the OAO Rostelecom reportsbased on the following forms of state statistics reporting:

1. F 88 Outgoingpayable exchange data – presented monthly

2. F 4 Data ofexchange over the telecommunication networks – presented once in a quarter

3. F 12 Data ofincomes of communication companies – presented monthly

4. F 65 Data of incomes from telecommunications -presented once in a quarter

The orderof data presentation to the Rostelecom Main Computer Center

Information regarding statistical reporting istransmitted to the Rostelecom Computer Center as a universal pattern.

While working out the title list of the sample, it isnecessary to put the unique number of the entity, registered by the ComputerCenter for the data that have to be registered in the statistic accounts formsof OAO Rostelecom.

The terms of providing forms to Rostelecom ComputerCenter:



form No.

 

Terms of data submission to Computer 
Center by IRO branches

 

12

 

7

 

4

 

7

 

88

 

5

 

65

 

27

 

 

Theday of a month, going after the reporting period is shown.

Example of the filling the sample.

Name of firm (organization department)

 

The Moscow branch of OAO Tsentrtelecom

 

Document code

 

1

 

 

 

 

 

Firm code

 

51500

х

OKDP

 

5420030

 

Head of firm (organization department)

 

Parfenov A.I.

 

OKONKh

 

52300

 

 

 

 

 

OKATO

 

50401372000

 

OKPO (8 characters)

 

04856347

 

OKOGU

 

49008

 

Organization department code

 

0

 

OKOPF

 

90

 

 

 

 

 

OKFS

 

34

 

Comment: enterprise code  _ – 51500х (given by the Computer Center)

2.  Theaccounting documents within the framework of the Information Collection andChecking System (ICCS), submitted to Svyazinvest:

1.        “Accountsreceivable for the Telecommunication Services rendered to the institutions andorganizations subsidized from the Federal budget”

           Thereport “Accounts receivable for the Telecommunication Services rendered to theinstitutions and organizations subsidized from the Federal budget” is submittedto the analysis department of the Commercial Direction of OAO Rostelecom beforethe 15th day of the month following the accountingmonth in the form established by the OAO Svyazinvest. The data must besubmitted in the written and electronic form to the following addresses: Fax:973-99-38,e-mail: Shuwaewa @rt.ru

          Contact Tel: 973-99-68

2.        “Theanalysis of the state of the accounts receivable”

Note. Accounting forms, according the present AppendixNo., presented to Rostelecom by Operator not later than 3 days before the dateof providing such forms to the proper state authority.

37



 

OAO Rostelecom:

General Director
OAO Rostelecom


 

/signed/ D.Ye. Yerokhin
January 01, 2006
Seal here

 

OAO Uralsvyazinform

 

General Director
OAO Uralsvyazinform

 

/signed/ А. Ya. Ufimkin
January 01, 2006
Seal here

 

 

38





















Appendix No. 7
to Agreement No.752-05-23
dated January 01, 2006

PARTIES MUTUAL SETTLEMENT PROCEDURE

1.                          The monetary obligations of the Operator to Rostelecom (para. 4.1.1 ofthe Agreement).

1.1.                    Within the term before the 25th day of theBilling period the Operator must transfer to Rostelecom one hundred per cent(100%) of the Accrued income for the month preceding the Billing period for theTelecommunication Services rendered during all periods preceding the Billingperiod, in accordance with the Operator’s Report.

1.2.                    Irrespective of any provision of para. 1.1 ofthis Appendix 7 contradicting the understated, before the 25th day of theBilling period the Operator must transfer to Rostelecom, irrespective of theamount of payment received in the month preceding the Billing period, no lessthan the Minimal payment in the amount of 34 % of the Accrued income for theServices rendered during the month preceding the Billing period (para. 4.1.1 ofthe Agreement).

1.3.                    Rostelecom presents to the Operator the invoicefor the payment of the Revenue earned, for the amount determined with theconsideration of para. and 1.2. hereof, before the 20th day of the Billingperiod.

The monetary obligations of Rostelecom to the Operator(para. 4.1.2. of the Agreement).

1.4.                    Rostelecom shall pay the Operator remunerationfor services rendered by the Operator under the Contract, within the term andin the amount mentioned below. The total amount of Rostelecom’s monetaryobligations for services rendered to Rostelecom by the Operator during eachrespective period, shall be determined based to the Acceptance Certificates forthe respective periods signed by the Parties.

1.5.                    No later than the 25th day of the BillingPeriod Rostelecom shall pay the Operator a sum in the amount equal to M, whichis calculated according to the following formula:

M= Areceived – Amin. where

M—amountpayable by Rostelecom before or on the 25th day of the billing period to theOperator for services rendered to Rostelecom by the Operator in accordance withterms specified herein within all period preceding Billing period. The sum ofthis payment shall not exceed the sum of cost of services not paid byRostelecom under this Agreement rendered to the latter by the Operator.

Areceived—is the Revenue earned in the month preceding the Billing period, inaccordance with the Operator’s Report, for the Telecommunication Servicesrendered by Rostelecom to the Users during all periods preceding the Billingperiod.

Amin.—the amount of the Minimal payment, in accordance with para. 1.2.hereof.

Thecalculated payment M is included into the cost of the services rendered by theOperator to Rostelecom under this Agreement for all periods of its validity, inthe part in which these services were not paid for by the moment of thecalculation of the payment.  The Partiesagree that in the first place the payments account for the services renderedduring the earlier periods.

1.6.                    Rostelecom makes the payments to the Operatoraccording to para. 2.2 of this Appendix until the total sum of allpayments made by Rostelecom according to this clause 2 becomes equal the totalcost of the services rendered to Rostelecom by the Operator.

1.7.                    The Operator presents to Rostelecom theinvoices for the payments specified in para. 2.2. hereof, for the sumscalculated in accordance with the mentioned paragraph, before the  20th day of the month in which thecorresponding payment is due to be performed.

Inorder to cancel (partially cancel) the obligations indicated in para. 1and 2 hereof, as well as the obligations of Rostelecom to the Operator arisingfrom the Contract on connection of telecommunications networks No. _____________in the redaction dated _____________ (hereinafter—“Contract on connection”),the Parties agree upon monthly offsetting of claims by means of signing OffsetActs on the dates when such obligations must be fulfilled in accordance withthis Agreement and the Contract on connection.

40



 

OAO Rostelecom:

OAO Uralsvyazinform

 

 

 

 

General Director

General Director

 

 

OAO Rostelecom

OAO Uralsvyazinform

 

 

 

 

/signed/   D.Ye. Yerokhin

/signed/   А. Ya. Ufimkin

January 01, 2006

January 01, 2006

Seal here

Seal here

 

41



Appendix No. 8
to Agreement No.752-05-23
dated January 01, 2006

Procedure for Checking Operator for theCorrect Performance of the Agreement Term

1.                           This Appendix defines the list of activitiesnecessary to be taken by the Parties (Rostelecom and the Operator) to controlthe completeness and correctness of the bills drawn up to the Users for the Telecommunication Services rendered onbehalf of  Rostelecom.

2.                           This Appendix defines the methods ofcontrolling the data about the Long-Distance and international Traffic and thecorrectness of the drawing up the bills to the Users.

3.                           The control can be initiated for the ReportingPeriod within the validity of the current Agreement providing of observing thestatute of limitation, prescribed by the law of the Russian Federation.

4.                           The reasons for the beginning of implementationthe control measures are:

·                                discrepancies of the total cost parameters ofthe Rostelecom and Operator reports, exceeding 3% relatively to the indices ofthe Rostelecom;

·                                complaints from the Users;

·                                worsening of the financial result for OAORostelecom.

5.                           The following actions can be performed in thecontrol:

·                                Control of billing and account data;

·                                Detailed reconciliation

·                                comprehensive technical study;

·                                the checking of the fidelity of VAT ratesadaptation;

·                                the checking of the fidelity of adaptation thetariffs for telecommunications provided by Rostelecom upon the issue of thebills;

·                                clarification of the reasons of origin(increasing/decreasing) notes Receivables due from Users and so on.

6.                           Control of billing and account data

6.1.                    The reason for control of the billing andaccounts data is the discrepancy of cost parameters of the Operator’s Reportand data available to Rostelecom.

6.2.                    Rostelecom forms and direct to the Operatorcomparative analysis of the Operators Reports (tables 1.1-1.6 Appendix 2hereto) and Rostelecom data form table 1 (Excel format) of this Appendix,marking out directions (no more than 5), on which the discrepancies are thelargest.

6.3.                    The Operator within 3 working days conducts acounter analysis of the Report according to the form of Table 1 of thisAppendix for observing the tarification conditions while billing:

·                               minimumnon-tariffed limit,

·                               typeof the traffic round-off,

·                               Tariffsapplied,

6.4.                    If one of the Parties discovers a mistake onthis stage and its correction results in the elimination of the discrepancies,the Parties approve the date of the mistake correction and the date ofrebilling and the necessity for the correction of the bills drawn up for theUsers.

6.5.                    If the mistake was not found or its correctiondidn’t remove the discrepancies, then the Parties fix such discrepancies inReconciliation Report.

7.                           Detailed reconciliation

7.1.                    The ground for the detailed reconciliation arediscrepancies fixed in the Reconciliation Report on the stage of reconciliationof billing and discrepancy accounts.

7.2.                    The Parties adjust with the operation factorsof the detailed reconciliation:

·                               timefactors (month, week, day, hour and so on),

·                               ancillaryparameters (switchboards, trunks, numbering capacity),

·                               aspectof the detailed reconciliation,

·                               sizeof the detailed reconciliation,

·                               dataexchange type.

7.3.                    The format sample for accordance of measuredservice data for a detailed revise, indicated in Table 2 of the Appendix, canbe changed depending on technical abilities of the Parties. Detailedreconciliation is conducted under the agreement of the Parties using theresources of Rostelecom and/or Operator. The

42



                                      results of the reconciliation, performed byRostelecom, send to the address of Operator not later than after 7 working daysfrom matching of the operation factors, indicated in para. 7.2 of theAppendix.

7.4.                    The parties conduct analysis of the results ofthe detailed reconciliation. If one of the Parties discovers a mistake on thisstage and its correction results in the elimination of the discrepancies, theParties approve the date of the mistake correction and the date of rebillingand the necessity for the correction of the bills drawn up for the Users.

7.5.                    If the mistake was not found or it’s correctiondidn’t remove the discrepancies, then the Parties fix such discrepancies inrevise statement not later than 3 working days after results of the detailedrevision will be ready. The Parties will co-ordinate the next steps:

·                               anotheraddition, ancillary parameters of the revise are selected (repeated executionof the stage of the detailed reconciliation),

·                               comprehensivetechnical study should be performed.

8.                           Comprehensive technical study.

8.1.                    The reason for the realization of thecomprehensive technical study is coordinated on the previous stages statementsand the absence of the ascertained reasons for discrepancies.

8.2.                    In the context of the comprehensive technicalstudy it can be realized by the associated Parties:

·                               verificationof capacity for work of communication channels;

·                               verificationof the recording completeness  of thetariff files;

·                               verificationof recording conditions of the tariff files;

·                               registrationof the probing calls;

·                               verificationof the routing Regulations;

·                               verificationof the software, used in the system of collection and processing of tariffinformation and so on;

·                               usingindirect methods of research.

8.3.                    After getting the results the report isorganized and agreed by the Parties, the used methods, conclusions,recommendations for eliminating the reasons, caused the discrepancies, theterms of removal such reasons are indicated inside this report. According tothe conclusions of the reports of the comprehensive technical study, thedecision is taken about the date of re-calculation and necessity of adjustmentof the bills, presented to the Users.

Table 1. Dedicated reconciliation form

 

 

 

 

 

 

 

Rostelecom data

 

Operator data

 

Discrepancies

 

User
category

 

Tariff
category

 

Direction

 

Direction
code

 

min

 

tariff

 

Total

 

min

 

tariff

 

Total

 

min

 

%
(rubles)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Table 2. Format of call service data

Data should be presentedin electronic using format dbf or xls

Tel_A*

 

Tel_В*

 

           Mn_I*           

 

Mn_O*

 

Date*

 

Time*

 

D_sec*

 

 

 

 

 

 

 

 

 

 

 

 

 

 


*                    fill-inspaces are marked

1.                  FieldTel_A*: Number of the subscriber А phone

2.                  FieldTel_B*: Number of the subscriber B phone

3.                  FieldMn_I*: Mnemonics of incoming group of channels

4.                  FieldMn_O*: Mnemonics of outgoing group of channels

5.                  FieldDate*: Date of the call beginning (DDММYY)

6.                  FieldTime*: Time of the call beginning (HHММSS)

                           Field D_sec*: Call duration(in seconds)

43



 

OAO Rostelecom:

OAO Uralsvyazinform

 

 

 

 

General Director

General Director

 

 

OAO Rostelecom

OAO Uralsvyazinform

 

 

 

 

/signed/   D.Ye. Yerokhin

/signed/   А. Ya. Ufimkin

January 01, 2006

January 01, 2006

Seal here

Seal here

 

44



Appendix No. 9
to Agreement No.752-05-23
dated January 01, 2006

REGULATIONS
for Handling of Receivables and Payables and Order of Receivables and PayablesWrite-Off

1.                          Terms and Definitions

1.1.                    Receivables due from Users—receivables fromlegal entities and individuals related to payments for long-distance andinternational telecommunications rendered to the latter by Rostelecom.

1.2.                    Overdue Receivables—Receivables due from Usersnot settled during the term specified in the agreement (invoice). The OverdueReceivables fall into Receivables Real for Collection, Bad Receivables.

1.3.                    Receivables Real for Collection—OverdueReceivables in relation to which there exist grounds for considering it to bevoluntary paid within reasonable time, or enforced by action.

1.4.                    Bad Receivables—Overdue Receivables, collectionof which is impossible.

1.5.                    Qualified Bad Receivables—Overdue Receivablescollection of which is impossible due to the following reasons:

                                 thelimitation period for claims related to collection of indebtedness in accordancewith current law has elapsed;

                                 liabilityto pay the indebtedness has been terminated due to liquidation of a legalentity (article 419 CC RF) or death of an individual (article 418 CC RF);

                                 thedebtor, if a legal entity, has been declared bankrupt or bankruptcy proceedingsin relation to them have been finished;

                                 enforcementproceedings in relation to indebtedness is impossible due to expiration of termfor directing of a court order for execution.

1.6.                    Payables due Users—indebtedness of Rostelecomtowards individuals in the amount of funds received on account of oncominglong-distance and international telecommunications. Payables due Users arereflected in the books of Rostelecom and the Operator.

1.7.                    Uncalled Payables due Users—Payables due Users,reclamation of which is impossible by users due to the following reasons:

                                 thelimitation period in relation to indebtedness has elapsed;

                                 thecreditor has withdrawn due to liquidation (legal entity) or death (individual).

2.                          General

2.1.                    These Regulations determine procedure ofhandling by the Operator of Receivables due from Users emerged in relation torendering by the latter of long-distance and international telecommunications.

2.2.                    In part of issues not regulated by the presentRegulations the Operator establishes their own internal procedure for handlingReceivables which does not contradict the Agreement.

3.                          Reconcilement of Indebtedness

3.1.                    Reconcilement of Receivables due from Users andPayables due Users as per data of Rostelecom and the Operator is conducted onthe basis of Operator’s Report information (form 2 of Appendix 3 to theAgreement). Approval of Operator’s Report by Rostelecom simultaneously impliesapproval of the Operator’s data on amount of Receivables due from Users andPayables due Users.

4.                          Adjustment of Indebtedness

4.1.                    In case of errors that have caused misstatementof amount of Receivables due from Users and Payables due Users are detected,the indebtedness can be adjusted in accordance with the procedure outlined inthe present article.

4.2.                    In accordance with the present article, it isrequired to conduct adjustment of misstatements of Receivables due from Usersand Payables due Users, which have emerged in the result of:

·                               errorsof the Operator during classification of monetary funds received from users;

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·                               errorsduring accrual of indebtedness for Rostelecom long-distance and internationaltelecommunications (excluding cases of illegal and unauthorized connection tothe Operator’s communication network).

4.3.                    Correction of the indebtedness can be performedtwice a year—according to the balance on the 31st of March and 30th of June ofeach year.

4.4.                    For adjustment of indebtedness the Operatordraws up and submits to Rostelecom the following documents:

·                               Listof adjustments of Receivables due from Users and Payables due Users as per Form 1of the Regulations;

·                               Copiesof documents confirming necessity of adjustment of Receivables due from Usersand Payables due Users (acts of settlements reconcilement, invoices, paymentdocuments, claims, judicial decisions, etc.);

·                               Registerof documents confirming necessity of adjustment of Receivables due from Usersand Payables due Users as per Form 2 of the present Regulations.

The documents are submitted by the Operator along withOperator’s Report (Appendix No. 3 to the Agreement) for April and June ofeach year on paper and electronically (Excel format, excluding copies ofdocuments confirming necessity of adjustment of Receivables due from Users andPayables due Users).

4.5.                    Rostelecom studies the documents submitted bythe Operator and, provided comments are absent, approves them within 45 daysfrom the date of submitting. The approval implies a respective endorsement onList of adjustments of Receivables due from Users and Payables due Users.

During 5 days from the approval of documentsRostelecom forwards to the Operator the approved copy of List of adjustments ofReceivables due from Users and Payables due Users.

In case comments on the documents submitted by theOperator are present, Rostelecom notifies the Operator in writing not laterthan 45 days from the date of presentation of documents. During 30 days fromthe moment of receipt of such notification the Operator must remove therevealed comments and submit to Rostelecom documents, which have been commentedon by Rostelecom, anew.

4.6.                    On the basis of List of adjustments ofReceivables due from Users and Payables due Users approved by Rostelecom, theParties introduce adjustments into accounting records during the month in whichRostelecom approved the List. During the same month adjustments of indebtednessare included into forms 2.1 and 2.2 of the Operator’s Report (Appendix No.3 tothe Agreement).

4.7.                    Where debt corrections are connected withcorrections of Previous Revenues, the amount of these corrections is to betaken by the parties into account during the correction period.

5.                          Inventory of Indebtedness

5.1.                    Annually, as of September 30 of each year,the Operator carries out inventory of Receivables due 1from Users and Payablesdue Users. The inventory is taken in accordance with inventory normativedocuments in force for the moment of its taking. For the moment of signing ofthe Contract, Guidelines on inventory of property and financial liabilities,approved by Order of RF MF No.49 dated 13.06.1995, serve as such document.

5.2.                    As per results of inventory the Operator drawsup:

·                               inventoryDeed as per Form 3 of the Regulations;

·                               appendicesto Inventory Deed as per Form 4 of the Regulations;

·                               listof adjustments of Receivables due from Users and Payables due Users as per Form 1of the Regulations;

·                               copiesof documents confirming necessity of adjustment of Receivables due from Usersand Payables due Users (acts of settlements reconcilement, invoices, paymentdocuments, claims);

·                               registerof documents confirming necessity of adjustment of Receivables due from Usersand Payables due Users as per Form 2 of the present Regulations.

Documents are submitted by the Operator on paper(excluding Appendices to Inventory Deed) and electronically (Excel format,except document copies confirming the necessity of adjustment of Receivablesdue from Users and Payables due Users) not later than January 31 of theyear which follows the year the inventory is taken as of September 30.

5.3.                    Rostelecom examines the documents submitted bythe Operator and, in case comments are absent, approves them within 45 daysfrom the moment of their presentation.

Approvalof the said documents by Rostelecom implies:

·                               approvalby Rostelecom of inventory results;

·                               approvalby Rostelecom of adjustments of Receivables due from Users and Payables dueUsers, proposed by the Operator in relation to revelation of errors andmisstatements.

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During5 days from the date of approval of documents, Rostelecom forwards to theOperator:

·                               notificationon approval of inventory results and adjustments of Receivables due from Usersand Payables due Users in an optional form. The said notification, among otherthings, must contain information on the period (month) during which adjustmentsare made in the accounting records of Rostelecom and the Operator;

·                               approvedcopy of Inventory Deed;

·                               approvedcopy of List of adjustments of Receivables due from Users and Payables dueUsers.

In case comments on the documents submitted by the Operatorare present, Rostelecom notifies the Operator in writing not later than 45 daysfrom the date of presentation of documents. During 30 days from the moment ofreceipt of such notification the Operator must remove the revealed comments andsubmit to Rostelecom documents, which have been commented on by Rostelecom,anew.

5.4.                    On the basis of Inventory Deed and List ofadjustments of Receivables due from Users and Payables due Users approved byRostelecom, the Parties introduce adjustments into accounting records duringthe month indicated in Rostelecom notification on approval of inventory resultsand adjustments of Receivables due from Users and Payables due Users. Duringthe same month adjustments of indebtedness are included into forms 2.1 and 2.2of the Operator’s Report (Appendix No.3 to the Agreement).

5.5.                    If adjustments of indebtedness are related toadjustments of Received Profit for previous periods, the amount of theadjustments is considered in the course of settlement by the Parties during theperiod adjustments are introduced.

6.                          Order of Collection of Overdue Receivables

6.1.                    In relation to Users with Overdue Receivables,all legal measures are applied, aimed at collection of Receivables by theOperator from Users (including: use of an automatic informator (telephonecalls), suspension communication network access, restriction of access tocertain types of services rendered by Rostelecom, forwarding of warning letters(claims), bringing of suits in courts). During settlement of issues of principaldebt amount repayment it is allowed to draw up and signing with Users ofschedules of repayment of indebtedness and penalty accrued in accordance withconditions of the agreement, on the basis of which the Users are renderedtelecommunications by Rostelecom and/or in accordance with current law.

6.2.                    In case of overdue fulfillment by the User oftheir liabilities to pay for telecommunications rendered by Rostelecom, accrualof penalty is carried out in accordance with conditions of the agreement, on thebasis of which the Users are rendered telecommunications by Rostelecom and/orin accordance with current law. Nevertheless, in any case, the Operator mustnot collect penalty in a judicial procedure in part exceeding 100% of theprincipal debt amount of a corresponding User for telecommunications renderedby Rostelecom.

6.3.                    In case of emergence of Overdue Receivables theOperator must take the following measures aimed at collecting of OverdueReceivables by the Operator from Users before taking it to court:

6.3.1.          Notlater than the 10th day of the month following the Billing period the Operatornotifies the User with Overdue Receivables on the existence and amount ofoverdue liabilities by means of telephone calls to such Users.

6.3.2.          Notlater than 20 days after measures indicated in para. 6.3.1. have beentaken, the Operator suspends access to Rostelecom services and restricts accessto certain types of services rendered by Rostelecom in accordance with PublicOffer (Appendix No.1).

6.3.3.          Notlater than 20 days after the measures indicated in para. 6.3.2  have been taken by the Operator, the Operatorforwards to users with Overdue Receivables warning letters (claim) regardingpresence and amount of Overdue Receivables indicating term during which suchOverdue Receivables should be settled.

6.4.                    In case after the measures indicated inpara. 6.3. Overdue Receivables were not written off the Operator no laterthan 40 days after sending a warning letter to the User with OverdueReceivables as indicated in para. 6.3.3. of these Regulations, sends themto the General Court (if the User is a individual) or to Arbitrage Court (ifthe User is a legal entity) a claim on charging Overdue Receivables from suchUser.

6.5.                    Not less than 14 calendar days prior to filinga suit specified in para. 6.4. of the present Regulations, the Operatormust forward to Rostelecom information on (1) presence of OverdueReceivables in relation to corresponding Users with on line of pre-trialmeasures taken by the Operator aimed at collection of Outstanding Receivablesby the Operator from Users, (2) amount of state duty due for payment inrelation to corresponding claims with indication of payment details andpurpose.

6.6.                    During 5 working days from the moment ofreceipt from the Operator of information indicated in para. 6.5.,Rostelecom independently effects payment of the state duty.

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7.                          Writing-off of Receivables due from Users and Payables due Users

7.1.                    Only Qualified Bad Receivables and UncalledPayables due Users are subject to writing-off.

7.2.                    Writing-off of indebtedness is carried out onthe basis of inventory of Receivables due from Users and Payables due Usersconducted on the basis of Article 5 of the present Appendix. The amount ofQualified Bad Receivables and Uncalled Payables due Users subject towriting-off is determined on the basis of Inventory Deed drawn up by theOperator during inventory.

7.3.                    During 45 days from the receipt of notificationon approval of inventory results and adjustments of Receivables due from Usersfrom Rostelecom, the Operator is obliged to forward to Rostelecom the followingdocuments related to Qualified Bad Receivables and Uncalled Payables due Users,indicated in the Inventory Deed:

·                               writtengrounding for writing-off of indebtedness as per Form 5;

·                               copiesof documents pursuant to written grounding for writing-off of indebtedness;

·                               Registerof written grounding for writing-off of indebtedness as per Form 6;

·                               Listof indebtedness being written-off as per form 7.

The Operator submits the said documents on paper,Register of written grounding for writing-off of indebtedness is also submittedelectronically (Excel format).

7.4.                    Rostelecom examines the documents submitted bythe Operator and, provided comments are absent, approves written grounding forwriting-off of indebtedness drawn up by the Operator within 45 days from thedate of their presentation.

During 90 days from the date of approval Rostelecomforwards to the Operator the Statement of Rostelecom Board Decision onwriting-off of Receivables due from Users and Payables due Users in the amountcorresponding to the amount of indebtedness indicated in written groundingsapproved by Rostelecom. The Statement of Rostelecom Board Decision onwriting-off of Receivables due from Users and Payables due Users enclosesRegister of written grounding for writing-off of indebtedness as per Form 6and List of indebtedness being written-off drawn up on the basis of the saidgroundings approved by Rostelecom as per Form 7.

In case comments on the documents submitted by theOperator are present, Rostelecom notifies the Operator in writing not laterthan 45 days from the date of presentation of documents. During 30 days fromthe moment of receipt of such notification the Operator must remove therevealed comments and submit to Rostelecom documents, which have been commentedon by Rostelecom, anew.

7.5.                    On the basis of Statement of Rostelecom BoardDecision on writing-off of Receivables due from Users and Payables due Users,Register of written grounding for writing-off of indebtedness and List ofindebtedness being written-off drawn up on the basis of the said groundingsapproved by Rostelecom the Parties write-off the indebtedness in the accountingrecords. During the same month the written-off indebtedness is included intoforms 2.1 and 2.2 of the Operator’s Report (Appendix No.3 to the Agreement).

7.6.                    The written-off Receivables due from Users arereflected off-balance during five years from the moment of writing-off. In casemoney are received in return of such indebtedness the Operator submits toRostelecom a Report on monetary funds received in return of written-offReceivables as per Form 8. The Report is submitted along with Operator’sReport for the period during which the monetary funds are received.

The cost of Operator’s services related to handling ofReceivables for the period during which the monetary funds are received isincreased for the amount of received monetary funds.

 

OAO Rostelecom:

OAO Uralsvyazinform

 

 

 

 

General Director

General Director

 

 

OAO Rostelecom

OAO Uralsvyazinform

 

 

 

 

/signed/   D.Ye. Yerokhin

/signed/   А. Ya. Ufimkin

January 01, 2006

January 01, 2006

Seal here

Seal here

 

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Form 1

 

I Approve

 

 

 

(Name, title)