Exhibit 4.8
FORM OF ASSIGNMENT
THIS ASSIGNMENT is signed on February 12, 2004 between:
(1) OPEN JOINT STOCK COMPANY RTC-LEASING (the "Assignor"), located at: 0
Xxxxxxxxxxxx Xxxxxx, Xxxxxx 000000, Russian Federation, represented by
General Director Xxxxxxx Grigorievich Trufanov acting pursuant to the
Charter, and
(2) CLOSED JOINT STOCK COMPANY WESTELCOM ("Assignee"), located at: 00,
Xxxxxxxxxxx xxx, Xxxxxx 127018, Russian Federation, represented by General
Director Xxxxx Grantovich Xxxxxxx acting pursuant to the Charter
(jointly referred to as the "Parties" and separately, as a "Party").
WHEREAS:
- The Assignor owns the rights to receive monetary funds from Open Joint
Stock Company of Long Distance and International Telecommunications
Rostelecom located at: 0, Xxxxxxxxxxxx Xxxxxx, Xxxxxx 000000, Russian
Federation (OJSC Rostelecom), under the Novation Agreement as it
defined below;
- The Assignor desires to transfer to the Assignee, and the Assignee
intends to acquire from the Assignor, the rights specified above;
- Rostelecom has given its consent to the transfer of the specified
rights from the Assignor to the Assignee;
THE PARTIES AGREE AS FOLLOWS:
1. DEFINITIONS AND CONSTRUCTION
1.1 Definitions
When used in this Assignment, the following terms have the following meanings:
"Assignment Date" means the Business Day following the date on which the term of
the Assignment coming into force is met in accordance with Article 6.
"Borrower's Obligations" means Rostelecom's obligations, determined in the
Novation Agreement, to pay, on the terms and conditions of the Novation
Agreement, the Assignor a sum of money totaling [amount] as well as the interest
charged on such amount;
"Business Day" means any day, other than Saturday and Sunday and any other day
on which banks in Moscow, Russian Federation, are authorized or obliged to
close.
"OJSC Rostelecom" has the meaning defined in the Preamble.
"Novation Agreement" means the Agreement made between OJsC RTC-Leasing and OJSC
Rostelecom on 29 January 2004 on novation of the obligations under the
Financial Lease Agreement No. [number] dated [date];
"Assignment Notice" means the assignment notice in the form and with contents of
Exhibit 1;
"Assigned Rights" means the rights specified in Article 1.1.
"Assignment Price" has the meaning defined in Article 2.1.
1.2 Construction
In this Assignment, unless its contents directly require otherwise:
(i) words denoting the singular include the plural and vice versa;
(ii) headings in the text of this Assignment are inserted for convenience of
use only and shall not affect the interpretation of this Assignment;
(iii) a reference to an Article, Preamble, Party and Exhibit shall be a
reference to a respective Article, Preamble and Party of this Assignment
as well as to the Exhibit to this Assignment;
(iv) a reference to a person shall include a reference to an individual, joint
stock company, limited liability company, commonwealth, company,
partnership, corporation, association or any other corporate entity and
any government or municipal authority;
(v) a reference to a person shall also include a reference to the legal and
contractual successors to such person.
Article 1. Assignment
1.1 The Assignor hereby assigns, as from the Assignment Date, to the Assignee
all the Assignor's rights with respect to all the Borrower's Obligations,
including the right to receive the amount of the principal debt, the right
to receive the interest charged as of the date of creation of the
Borrower's Obligations (save the interest paid by OJSC Rostelecom by the
Assignment Date), the right to receive the interest due to be charged as
well as the right to receive a penalty chargeable as a result of
OJSC Rostelecom default on the Borrower's Obligations in part or in full.
1.2 The Assignor hereby transfers to Assignee, and the Assignee assumes, the
same obligations with respect to Rostelecom which the Assignee would have
if it were an initial creditor under the Borrower's Obligations.
1.3 On the Assignment Date, the Assignor shall fully withdraw from the legal
relationship which originated from the Novation Agreement, and the Assignee
shall enter into such legal relationship and become a creditor under the
Borrower's Obligations.
Article 2. Payments
2.1 For the Assigned Rights, the Assignee undertakes to pay the Assignor
[amount] (the "Assignment Price") within thirty (30) Business Days of the
Assignment Date.
2.2 The Assignee's obligations on payment of the Assignment Price shall be
deemed fulfilled as from the moment when the monetary funds are entered to
the correspondent account in the bank specified by the Assignor.
Article 3. Transfer of documents
The Assignor undertakes to transfer to the Assignee, within three (3)
Business Days of the Assignment Date, an original copy of the Novation
Agreement, an original copy of the relevant lease agreement made between
the Assignor and OJCS Rostelecom, as well as any other
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documents, which, in the reasonable opinion of the Assignor, are related to
the Borrower's Obligations. As a confirmation of the transfer of the
documents specified in this Article 3 above, the Parties shall execute and
sign an acknowledgement in the form of Exhibit 2.
Article 4. Assignment Notice
The Assignor and Assignee undertake to sign the Assignment Notice within
three (3) Business Days of the Assignment Date, and the Assignee undertakes
to provide for the transfer of the Assignment Agreement to OJSC Rostelecom.
Article 5. Liability
In case of the Assignee's default on its obligations, specified in Article
2.1, in respect of making full and timely payment of the Assignment Price,
the Assignor shall be entitled to require the Assignee to pay a late
penalty calculated at the rate of zero point zero three percent (0.03%) of
the amount of the overdue payment for each day of the delay and the
Assignee shall be liable to pay such penalty within ten (10) Business Days
following the date of a relevant request. The above penalty shall accrue
until the date of the actual making of the payment by the Assignee.
Article 6. Entry into Force
This Assignment shall enter into force (i) provided the Assignee shall, not
later than one hundred twenty (120) days of the date of signing of this
Assignment, have received a preliminary consent of the Ministry of
Anti-Monopoly Policy and Support to Entrepreneurship of the Russian
Federation to the acquisition of the Assigned Rights, (ii) on the day when
the preliminary consent specified above is received.
Article 7. Notices
Any notice or any other communication under this Assignment 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 7 or at any other address specified by such Party in a written
notice to the other Party.
For the Assignor:
OJSC XXX-XXXXXXX 00, Xxxxxxxxx Xxxxxx, xxxx. 2A
Xxxxxx 000000,
Russian Federation
Fax: (000) 000-0000
Attention: General Director
For the Assignee:
CJSC Westelcom
26 Suschevskiy val
Xxxxxx 000000
Russian Federation
Fax: (000) 000-0000
Attention: General Director
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Article 8. Transfer of Rights and Obligations to Third Parties
Neither Party is entitled to assign or transfer its rights and obligations
under this Assignment to third parties without preliminary written consent
of the other Party.
Article 9. Confidentiality
9.1 Without prejudice to provisions of Article 9.2, each of the Parties within
the term of this Assignment undertakes to keep confidentiality in respect
of the contents of this Assignment as well as the contents of any
information concerning business relations, counterparties, financial and
other aspects of the Parties' activities; at that, neither Party is
entitled, without preliminary written consent of the other Party, to
disclose directly or indirectly the contents of such information in part or
in full, other than information disclosed: (i) by virtue of the direct
requirements of law or stock exchange regulations and/or (ii) to its
officials as well as the employees engaged by the Parties into the
execution and performance of this Assignment and/or (iii) to legal and
financial consultants providing services to any of the Parties, provided
that such consultants must undertake not to disclose the contents of such
information to other parties, and/or (iv) becomes generally known for a
reason not related to violation of paragraphs (i), (ii) and (iii) set out
above.
9.2 Neither of the Parties is entitled to present publicly any reports, make
any statements or publish any press releases concerning this Assignment for
the general public without preliminary consent of the other Party, which
consent shall not be unreasonably withheld. If either of the Parties is
unable to receive the other Party's consent to a public report, statement
or press-release and such report, statement or press-release are necessary
by virtue of law, requirements of governmental bodies, stock exchange
regulations or accepted practice for the purposes of performing obligations
on disclosure, then such Party shall be entitled to present, make or
publish such report, statement or press-release and to promptly send to the
other Party a copy of the documents specified above.
Article 10. Force Majeure
10.1 In the event that any of the Parties is unable to perform its obligations
under the Assignment 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 Assignment 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 Assignment shall be prolonged for
a period during which such circumstance or event are in effect.
10.2 Neither of the Parties is entitled to refer to the circumstances or events
specified in Article 10.1 above if such Party shall have failed to notify
the other Party of such circumstances or events within ten (10) Business
Days of the date of inception thereof.
Article 11. Dispute Resolution
Should any controversies arise in connection with the performance of
obligations under this Assignment, 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.
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Article 12. Miscellaneous
12.1 Each Party shall independently pay its costs and expenses incurred in
connection with the Parties' negotiation, preparation, signing and
performance of this Assignment.
12.2 Amendments and supplements to this Assignment shall be legally valid
provided they are made in writing and signed by duly authorized
representatives of the Parties.
12.3 This Assignment 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:
On behalf of the Assignor On behalf of the Assignee
----------------------------------- ------------------------------
Xxxxxxx Grigorievich Xxxxxxxx Xxxxx Grantovich Xxxxxxx
General Director General Director
----------------------------------- ------------------------------
Natalia Yevgenievna Xxxxxxxxxxx Xxxxxxxxx Mikhailovna Lapshina
Chief Accountant Chief Accountant
Seal Seal
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Exhibit 1 to the Assignment of 12 February 2004
FORM OF ASSIGNMENT NOTICE
OJSC "Rostelecom"
00, 0-xx Xxxxxxxxx-Xxxxxxxx
Xxxxxx 000000
Russian Federation
Attention: General Director
____________ 2004
Dear Sirs,
We hereby notify you that in accordance with the Assignment between Open Joint
Stock Company RTC-Leasing ("RTC-Leasing") and Closed Joint Stock Company
Westelcom ("Westelcom"), dated ___________ 2004, RTC-Leasing transferred to
CJSC Westelcom, on __________ 2004 (the "Assignment Date"), all the rights and
obligations under the agreement made between OJSC RTC-Leasing and OJSC
Rostelecom on 29 January 2004 on novation of obligations under Financial Lease
Agreement No. ______, dated __________ ("Novation Agreement"), which created the
obligation of OJSC Rostelecom to pay ________ roubles (exclusive of interest).
In this connection, you are obliged, as from the Assignment Date, to perform all
the monetary obligations corresponding to RTC-Leasing rights' under the Novation
Agreement, in favour of Westelcom.
On behalf of the Assignor On behalf of the Assignee
---------------------------- -------------------------------
General Director General Director
Seal Seal
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Exhibit 2 to the Assignment of 12 February 2004
FORM OF ACKNOWLEDGEMENT
OF ACCEPTANCE AND TRANSFER OF DOCUMENTS
City of Moscow ____________ 2004
OPEN JOINT STOCK COMPANY RTC-LEASING (the "Assignor"), located at: 0
Xxxxxxxxxxxx Xxxxxx, Xxxxxx 000000, Russian Federation, represented by General
Director ____________________ acting pursuant to the Charter, and
CLOSED JOINT STOCK COMPANY WESTELCOM (the "Assignee"), located at: 00
Xxxxxxxxxxx xxx, Xxxxxx 000000, Russian Federation, represented by General
Director ______________________________ acting pursuant to the Charter,
Pursuant to Article 3 of the Assignment of ___________ 2004, executed this
acknowledgment of acceptance and transfer of documents on the following:
The Assignor has transferred, and the Assignee has accepted, the following
documents:
(1)
(2)
(3)
On behalf of the Assignor On behalf of the Assignee
------------------------- -------------------------
------------------------- -------------------------
General Director General Director
Seal Seal
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