Exhibit 4.4
TERMINATION AGREEMENT
THIS TERMINAITON AGREEMENT (this "Agreement") is made on October 2, 2003,
between:
(1) OPEN JOINT STOCK COMPANY RTC-LEASING (the "Lessor"), located at: 5
Xxxxxxxxxxxx, Xxxxxx 000000, Russian Federation, represented by Director
General Xxxxxxx Xxxxxxxxxxxx Xxxxxxxx acting pursuant to the Charter, and
(2) OPEN JOINT STOCK COMPANY OF LONG DISTANCE AND INTERNATIONAL
TELECOMMUNICATIONS ROSTELECOM (the "Lessee"), located at: 5 Xxxxxxxxxxxx,
Xxxxxx 000000, Russian Federation, represented by General Director Xxxxxx
Xxxxxxxxx Xxxxxxxxx acting pursuant to the Charter,
(jointly referred to as the "Parties" and individually, as a "Party")
WHEREAS:
- on May 24, 1999, the Parties entered into Financial Lease Agreement
No.100-204/99/419-2.4 (with subsequent amendments, including the
agreement to amend the financial lease agreements between OJSC
RTC-Leasing and OJSC Rostelecom, dated September 28, 2001)
(hereinafter, the "Lease Agreement") whereunder the Lessor undertook
to the Lessee to acquire title to the Property specified by the Lessee
from the Seller specified by the Lessee and to provide such Property
to the Lessee for temporary possession and use, while the Lessee
undertook to make Lease Payments in favor of the Lessor;
- As of the date hereof, the total amount of the Lease Payments due from
the Lessee to the Lessor is one billion four hundred sixteen million
four hundred nine thousand five hundred fourteen rubles and forty
kopeks (RUR1,416,409,514.40), which amount includes value-added tax;
- The Lessee owns four (4) promissory notes, the maker of which notes is
the Lessor, worth the total note amount of three hundred two million
eight hundred fifty thousand rubles (RUR302,850,000), details and
other information of which notes are specified in Exhibit 1 hereto
(the "Promissory Notes");
- The Lessee intends to transfer the Promissory Notes, and the Lessor
desires to accept the Promissory Notes from the Lessee;
- The Parties intend to terminate a part of the Lessee's obligations on
making the Lease Payments in favor of the Lessor;
- On October 1, 2003, the General Meeting of Shareholders of OJSC
RTC-Leasing adopted a resolution on approval of this Agreement
(Minutes No.6 of October 1, 2003);
- On September 29, 2003, the Board of Directors of OJSC Rostelecom
adopted a resolution on approval of this Agreement (Minutes No. 6 of
September 29, 2003);
THREFORE THE PARTIES AGREE AS FOLLOWS:
1. USE OF TERMS
The terms defined in the Lease Agreement shall have the same meanings herein.
2. TERMINATION OF OBLIGATIONS
2.1 The Lessee's obligations on payment of a portion of the Lease Payments
remaining unpaid as of the date of this Agreement, which portion
totals three hundred two million eight hundred fifty thousand rubles
(RUR302,850,000) inclusive of value-added tax ("VAT") and comprises
the following payments due from the Lessee to the Lessor: (i) the
amount of seventy million eight hundred one thousand six hundred
sixty-seven rubles (RUR70,801,667) exclusive of VAT, specified by
number 32 in the Payment Time-Table, the date of payment of which
amount falls on the fifth week of 2008, and making eighty-four million
nine hundred sixty-two thousand rubles and forty kopeks
(RUR84,962,000.40) inclusive of VAT, (ii) the amount of seventy
million rubles (RUR70,000,000) exclusive of VAT, specified by number
33 in the Payment Time-Table, the date of payment of which amount
falls on the eighteenth week of 2008, and making eighty four million
(RUR84,000,000) inclusive of VAT, (iii) the amount of seventy million
rubles (RUR70,000,000) exclusive of VAT, specified by number 34 in the
Payment Time-Table, the date of payment of which amount falls on the
thirty first week of 2008, and making eighty four million
(RUR84,000,000) inclusive of VAT, and (iv) a part of the amount
specified by number 35 in the Payment Time-Table, the date of payment
of which amount falls on the forty-fourth week of 2008, making
forty-one million five hundred seventy-three thousand three hundred
thirty-three rubles (RUR41,573,333) exclusive of VAT, or forty-nine
million eight hundred eighty-seven thousand nine hundred ninety-nine
rubles and sixty kopeks (RUR49,887,999.60) inclusive of VAT (the
"Initial Obligations"), shall be terminated by transferring the
Promissory Notes by the Lessee to the Lessor on the terms established
herein.
2.2. The Initial Obligations shall be deemed terminated on the date on
which the Parties sign the Acknowledgement of Transfer and Acceptance
in accordance with Article 3.2 hereof.
3. TRANSFER OF THE NOTES
3.1. The Lessee undertakes to transfer all the Promissory Notes to the
Lessor within three (3) business days following the date of this
Agreement.
3.2 The transfer of the notes to the Lessor (i) shall involve putting of a
duly perfected endorsement specifying the Lessor as endorsee and
containing stipulation "without recourse to OJSC Rostelecom on each
of the Promissory Notes, certified with the Lessee's seal and
signature of an authorized representative and chief accountant of the
Lessee and specifying the date of the endorsement execution, and (ii)
shall be certified by an acknowledgement of acceptance and transfer of
the promissory notes (the "Acknowledgement of Acceptance and
Transfer") in the form contained in Exhibit 2 hereto.
3.3. The Lessee hereby represents and warrants to the Lessor that none of
the Promissory Notes has been sold, transferred or assigned, become a
subject of dispute, is a subject of pledge, nor it has been attached
or encumbered otherwise, and no third parties have acquired rights to
or under the Promissory Notes.
4. PERFORMANCE OF THE LEASE AGREEMENT
4.1. After termination of the Initial Obligations, the aggregate amount of
the Lease Payments remaining unpaid as of the date hereof, reduced by
the amount of the Initial Obligations, shall be subject to payment by
the Lessee to the Lessor in accordance with the terms of the Lease
Agreement.
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4.2. In connection with termination of the Initial Obligations since the
date of signing of the Acknowledgement of Acceptance and Transfer, the
Payment Time-Table shall be amended as follows:
4.2.1. The dates and amounts of the Lease Payments specified by numbers 32,
33 and 34 in the Payment Time-Table shall be removed; and
4.2.2. The initial amount of the Lease Payment specified by number 35 in the
Payment Time-Table shall be replaced with the amount of twenty eight
million four hundred twenty-six thousand six hundred sixty-seven
rubles (RUR28,426,667).
5. FORCE MAJEURE
5.1. In the event that any of the Parties is unable to perform its
obligations under this Agreement for the reason of inception of any
event or circumstance beyond of such Party's control, which event or
circumstances could not be foreseen as of the date of this Agreement
and which include, inter alia, any change of the applicable
legislation as well as any action or inaction by governmental
authorities, then the term of performance by such Party of its
obligations under this Agreement shall be prolonged for a period
during which such circumstance or event are in effect
5.2. Neither of the Parties shall be entitled to refer to the circumstances
or events specified in Article 5.1 above if such Party shall have
failed to notify the other Party of such circumstances or events
within five (5) business days of the date of inception thereof.
5.3. If the above circumstances or events continue for more than one year,
then either Party shall be entitled to terminate this Agreement by
sending a written notice to the other Party in advance.
6. NOTICES
Any notice or any other communication under this Agreement or in connection
herewith must be made in writing and delivered either in person or sent by
registered mail or tested facsimile communication with confirmation of its
receipt at the correct number of the Party which is to receive the notification
or communication at its address specified in this Article 6 or at any other
address specified by such Party in a written notice to the other Party.
For the Lessor:
OJSC RTC-LEASING 42
Xxxxxx 000000,
Shepkina Street, xxxx. 0X
Xxxxxxx Xxxxxxxxxx
Fax: (000) 000-0000
Attention: Leasing Operations Director
For the Lessee:
OJSC "Rostelecom"
Xxxxxx 000000
00, 0-xx Xxxxxxxxx-Xxxxxxxx
Xxxxxxx Xxxxxxxxxx
Fax: (000) 000-0000
Attention: Financial Director
Copy: Head of Treasury
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7. MISCELLANEOUS
7.1 Should any controversies arise in connection with the performance of
obligations under this Agreement, the Parties shall apply their best efforts to
resolve the disputes through negotiations. In the event that the Parties are
unable to reach a settlement on the subject matter of a dispute within sixty
(60) days since the date the negotiations commenced, such dispute shall be
referred for resolution to the Arbitrazh Court of the City of Moscow.
7.2 Neither of the Parties is entitled to transfer its rights and/or
obligations under this Agreement to a third party without preliminary
written consent of the other Party
7.3. Amendments and supplements to this Agreement shall be legally valid
provided they are made in writing and signed by duly authorized
representatives of the Parties.
7.4. All exhibits to this Agreement shall make an integral part hereof.
7.5. This Agreement shall enter into force as of the date of its execution.
7.6. This Agreement is made in two copies having equal legal force, one
copy for each Party.
IN WITNESS WHEREOF this Assignment is signed by duly authorized representatives
of the Parties on the date first written above:
For the Lessor: For the Lessee:
_________/signed/_________ _________/signed/_________
Xxxxxxx Grigorievich Trufanov Xxxxxx Xxxxxxxxx Xxxxxxxxx
General Director General Director
_________/signed/_________ _________/signed/_________
Natalia Yevgenievna Kolesnikova Xxxxxxxxx Xxxxxxxxxxxxx Xxxxxx
Chief Accountant Chief Accountant
[Seal] [Seal]
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EXHIBIT 1
to the Termination Agreement
of October 2, 2003
LIST OF PROMISSORY NOTES
-------- ------------------------- -------------- ----------------------------- ---------------- -----------------
Date and place
No. Drawer No. of Note Note amount of Note of execution Due date
-------- ------------------------- -------------- ----------------------------- ---------------- -----------------
1 Open Joint Stock 0370 Eighty-four million nine November 23, At sight, but
Company RTC-LEASING hundred sixty-two thousand 2001, Moscow not earlier
roubles forty kopecks than January 28,
(RUR84,962,000.40) 2008
-------- ------------------------- -------------- ----------------------------- ---------------- -----------------
2 Open Joint Stock 0371 Eighty-four million roubles November 23, At sight, but
Company RTC-LEASING (RUR84,000,000.00) 2001, Moscow not earlier
than April 28,
2008
-------- ------------------------- -------------- ----------------------------- ---------------- -----------------
3 Open Joint Stock 0372 Eighty-four million roubles November 23, At sight, but
Company RTC-LEASING (RUR84,000,000.00) 2001, Moscow not earlier
than July 28,
2008
-------- ------------------------- -------------- ----------------------------- ---------------- -----------------
4 Open Joint Stock 0373 Forty-nine million eight November 23, At sight, but
Company RTC-LEASING hundred eighty-seven 2001, Moscow not earlier
thousand nine hundred than
ninety-nine roubles sixty September 27,
kopecks (RUR49,887,999.60) 2008
-------- ------------------------- -------------- ----------------------------- ---------------- -----------------
Total: Four (4) promissory notes worth the total note amount of three hundred
two million eight hundred fifty thousand rubles (RUR302,850,000).
For the Lessor: For the Lessee:
_________/signed/_________ _________/signed/_________
Xxxxxxx Grigorievich Trufanov Xxxxxx Xxxxxxxxx Xxxxxxxxx
General Director General Director
_________/signed/_________ _________/signed/_________
Natalia Yevgenievna Kolesnikova Xxxxxxxxx Xxxxxxxxxxxxx Xxxxxx
Chief Accountant Chief Accountant
[Seal] [Seal]
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EXHIBIT 2
to the Termination Agreement
of October 2, 2003
FORM OF ACKNOWLEDGEMENT OF ACCEPTANCE AND TRANSFER OF PROMISSORY
NOTES
Moscow ____________ 2003
(1) OPEN JOINT STOCK COMPANY RTC-LEASING (the "Lessor"), located at: 5
Xxxxxxxxxxxx, Xxxxxx 000000, Russian Federation, represented by
____________________ acting pursuant to __________, and
(2) OPEN JOINT STOCK COMPANY OF LONG DISTANCE AND INTERNATIONAL
TELECOMMUNICATIONS ROSTELECOM (the "Lessee"), located at: 5 Xxxxxxxxxxxx, Xxxxxx
000000, Russian Federation, represented by _____________________ acting pursuant
to ___________,
(jointly referred to as the "Parties" and individually, as a "Party")
have signed this acknowledgement of acceptance and transfer of promissory notes
(the "Acknowledgement") on the following:
The Lessee transferred to the Lessor the following promissory notes worth the
total note amount of three hundred two million eight hundred fifty thousand
rubles (RUR302,850,000):
-------- ------------------------- -------------- ----------------------------- ---------------- -----------------
Date and place
No. Drawer No. of note Note amount of note of execution Due date
-------- ------------------------- -------------- ----------------------------- ---------------- -----------------
1 Open Joint Stock 0370 Eighty-four million nine November 23, At sight, but
Company RTC-LEASING hundred sixty-two thousand 2001, Moscow not earlier
roubles forty kopecks than January 28,
(RUR84,962,000.40) 2008
-------- ------------------------- -------------- ----------------------------- ---------------- -----------------
2 Open Joint Stock 0371 Eighty-four million roubles November 23, At sight, but
Company RTC-LEASING (RUR84,000,000.00) 2001, Moscow not earlier
than April 28,
2008
-------- ------------------------- -------------- ----------------------------- ---------------- -----------------
3 Open Joint Stock 0372 Eighty-four million roubles November 23, At sight, but
Company RTC-LEASING (RUR84,000,000.00) 2001, Moscow not earlier
than July 28,
2008
-------- ------------------------- -------------- ----------------------------- ---------------- -----------------
4 Open Joint Stock 0373 Forty-nine million eight November 23, At sight, but
Company RTC-LEASING hundred eighty-seven 2001, Moscow not earlier
thousand nine hundred than
ninety-nine roubles sixty September 27,
kopecks (RUR49,887,999.60) 2008
-------- ------------------------- -------------- ----------------------------- ---------------- -----------------
Total: Four (4) promissory notes worth the total note amount of three hundred
two million eight hundred fifty thousand rubles (RUR302,850,000).
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Signing this Act, the Parties acknowledge the due fulfillment of the Lessee's
obligations on the transfer of the promissory notes in accordance with Article 3
of the Termination Agreement made between the Lessee and the Lessor on October
2, 2003.
This Acknowledgement is made in two copies having equal legal force, one copy
for the Lesser and one copy for the Lessee.
For the Lessor: For the Lessee:
Signature: Signature:
Title: Title:
Signature: Signature:
Chief Accountant: Chief Accountant:
(Seal) (Seal)
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