1
AGREEMENT NO. 311299
Moscow December 31, 1999
The present Agreement ("Agreement") is made this December 31, 1999 in Moscow
by and between:
Limited Liability Company "TeleRoss" (hereinafter - "TeleRoss") incorporated
under the law of the Russian Federation with its legal address at: Structure 2,
Building ▇▇/▇▇, ▇▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ Russian Federation,
hereinafter referred to as "the Seller", on the one hand,
And
Open Joint Stock Company "KB Impuls" (hereinafter - "KB Impuls") incorporated
under the law of the Russian Federation with the legal address at: ▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ Russian Federation,
and Open Joint Stock Company "Vympel-Communications" (hereinafter - "VimpelCom")
incorporated under the law of the Russian Federation with the legal address at:
Structure 14, Building 10, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ Russian Federation,
hereinafter jointly referred to as "the Buyer", on the other hand,
hereinafter jointly referred to as "the Parties" and severally "a Party".
WHEREAS KB Impuls and VimpelCom, operating under licenses they have obtained,
with copies of those licenses furnished to the Seller, and in accordance with
the Law "On Communications" in the Russian Federation, provide cellular
radiotelephony services and wish to avail of the telecommunications products and
services of advanced digital network ("Products and Services") in order to
provide the same to their subscribers;
WHEREAS TeleRoss, operating under license No. 11693 issued by the Russian
Ministry of Communications for local and domestic long distance telephone
services, offers the said telecommunications products and services of advanced
digital networks and wishes to furnish the same to the Buyer;
NOW THEREFORE in consideration of mutual arrangements and agreed terms
established herein, the Parties have agreed as follows:
ARTICLE 1. SUBJECT OF THE AGREEMENT
AND OBLIGATIONS OF THE PARTIES
SUBJECT OF THE AGREEMENT:
1.1. Rendering local, intercity and international communications services to the
Buyer's subscribers through a system incorporating access facilities for the
Buyer's subscribers and means of furnishing the Products and Services as
described in this Agreement, including Appendix 1 hereto.
OBLIGATIONS OF THE PARTIES:
1.2. The Seller shall:
1.2.1. Make sure that the Products and Services as defined in
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Appendix 1 hereto are provided for the telephone numbers indicated in Table 1
hereof, as connected for the Buyer in accordance with previous agreements, and
for any telephone numbers that may be additionally connected for the Buyer
hereunder, all such numbers jointly referred to as numbers connected for the
Buyer hereunder.
Table 1
VIMPELCOM NUMBERS
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From To Amount
7920000 7922599 2600
7922700 7922999 300
7924000 7924399 400
7924500 7924999 500
7926000 7926099 100
7926200 7926499 300
7926600 7927199 600
7927300 7928099 800
7928200 7928899 700
7929100 7929799 700
7951000 7951599 600
7951700 7951999 300
7952800 7952899 100
7954000 7954399 400
7954500 7954999 500
7955100 7956699 1600
7956800 7958299 1500
7958500 7958699 200
7958800 7959099 300
7959200 7959999 800
7960000 7960399 400
7960500 7960599 100
7960700 7961699 1000
7961800 7962999 1200
7963100 7964899 1800
7965000 7966399 1400
7966500 7967799 1300
7967900 7968399 500
7968500 7968999 500
7970000 7970099 100
7970200 7970999 800
7971100 7971999 900
7976500 7976699 200
7980500 7980899 400
7981000 7981099 100
7981300 7981699 400
7981800 7982199 400
7982300 7982799 500
7983000 7983399 400
7983500 7983599 100
7983700 7984099 400
7984200 7984399 200
7984500 7984999 500
7985100 7985999 900
7986100 7986199 100
7986300 7986799 500
7987000 7987199 200
7987300 7987399 100
7987500 7987899 400
7988000 7988399 400
7988500 7989799 1300
7989900 7989999 100
7990000 7992499 2500
7992700 7992799 100
7992900 7992999 100
7993100 7993299 200
7993400 7993699 300
7994000 7994299 300
7994600 7994699 100
7994800 7995099 300
7995200 7995499 300
7997000 7997399 400
7997700 7997799 100
7998100 7998999 900
36500
SUBTOTAL:
9601000 9601999 1000
9602500 9602599 100
9603000 9603099 100
9603200 9603999 800
9605000 9609999 5000
7000
SUBTOTAL:
9690000 9691999 2000
9693000 9696499 3500
5500
SUBTOTAL:
49000
TOTAL:
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KB IMPULS NUMBERS
---------------------------------------------------
From To Amount
7900000 7906999 7000
7908000 7909999 2000
7922600 7922699 100
7924400 7924499 100
7926100 7926199 100
7926500 7926599 100
7927200 7927299 100
7928100 7928199 100
7928900 7929099 200
7951600 7951699 100
7952700 7952799 100
7954400 7954499 100
7955000 7955099 100
7956700 7956799 100
7958300 7958499 200
7958700 7958799 100
7959100 7959199 100
7960400 7960499 100
7960600 7960699 100
7961700 7961799 100
7963000 7963099 100
7964900 7964999 100
7966400 7966499 100
7967800 7967899 100
7968400 7968499 100
7970100 7970199 100
7971000 7971099 100
7977000 7977999 1000
7980000 7980499 500
7980900 7980999 100
7981100 7981299 200
7981700 7981799 100
7982200 7982299 100
7982800 7982999 200
7983400 7983499 100
7983600 7983699 100
7984100 7984199 100
7984400 7984499 100
7985000 7985099 100
7986000 7986099 100
7986200 7986299 100
7986800 7986999 200
7987200 7987299 100
7987400 7987499 100
7987900 7987999 100
7988400 7988499 100
7989800 7989899 100
7992500 7992699 200
7992800 7992899 100
7993000 7993099 100
7993300 7993399 100
7993700 7993799 100
7993800 7993999 200
7994300 7994599 300
7994700 7994799 100
7995100 7995199 100
7995700 7995999 300
7996000 7996999 1000
7997400 7997699 300
7997800 7997999 200
7998000 7998099 100
18500
TOTAL:
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THE BUYER SHALL:
1.3.1. Ensure furnishing to its subscribers of the whole set of the Products and
Services specified hereunder and grant access to such services through its
switching center.
1.3.2. Make timely and full payments for the Products and Services received
through the telephone numbers connected hereunder.
1.3.3. Route the local, intercity and international traffic from the telephone
sets of its subscribers with the Seller's numbers which are the subject of the
present Agreement, through the switch nodes of the Seller.
1.4. The Parties on the mutual basis:
1.4.1. Undertake to conduct their activities in accordance with Federal Law "On
Communications", "The Rules for Connection of Private and Dedicated Networks to
the Public Telecommunications Network", approved by RF Governmental Order No.
1254 of October 19, 1996, and other communication regulations currently in
effect.
1.4.2. Undertake to be responsible independently to State Committee for
Communications and Information Technologies of the Russian Federation, to
Gosglavsvyaznadzor of the Russian Federation, and to other state bodies for
operation of their own communications means, subject to any licenses held by the
Parties, including timely execution of any documents as regards such operation.
1.4.3. Undertake to follow all the regulations related hereto.
1.4.4. Undertake to inform each other of any type of maintenance and repair
works to be carried out, as well as on emergency situations that may influence
the Telecommunications Services furnished to the subscribers hereunder.
ARTICLE 2. TERM OF THE AGREEMENT
AND FURNISHING OF THE PRODUCTS
AND SERVICES
The present Agreement shall become effective upon its signing. Its term of
validity is given in Appendix 1 hereto.
ARTICLE 3. ORDER
FOR THE PRODUCTS AND SERVICES
The Seller shall provide the Buyer with the Products and Services described in
Appendix 1, and, at the Buyer's separate requests, with additional Products and
Services according to the Exhibits hereto.
ARTICLE 4. TERMS OF FURNISHING
THE PRODUCTS AND SERVICES
4.1. Hereby the Seller shall appoint the Buyer, subject to the terms and
conditions hereof, as the Seller's attorney for further provision of the
Products and Services, and the Buyer shall accept such appointment.
4.2. Throughout the term of the present Agreement, the Buyer shall be offered an
opportunity to additionally purchase local Moscow numbers from the Seller, and
in terms of the present Agreement the Seller undertakes to make sure that enough
numbers are provided to the Buyer to sell them to all subscribers of the Buyer
who wish to acquire the Buyer's cellular communications services.
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KB Impuls and VimpelCom may redistribute, among themselves, any numbers
connected hereunder, subject to a prior written notice to the Seller preceding
such redistribution date by at least ten (10) days.
Such number shall be redistributed in batches of at least 100 numbers (from
abc-X1X200 through abc-X1X299).
ARTICLE 5. PRICES, TARIFFS AND PAYMENTS
The current prices and tariffs for the Services that will be furnished as well
as the terms and conditions of payments between the Parties, will be stipulated
in Appendix 1 to the present Agreement.
ARTICLE 6. CONFIDENTIALITY
6.1. Unless the Disclosing Party otherwise consents in writing, any publication,
access to and use of proprietary information disclosed by the Disclosing Party
to the Receiving Party shall be restricted, throughout the period of validity of
the present Agreement and for five (5) years upon its expiry, to those employees
and officials of the Receiving Party who need to know such proprietary
information as to enable the Receiving Party to perform its obligations
hereunder in good faith.
The Receiving Party shall keep confidential any proprietary information
disclosed to it with the same care it takes to protect its own confidential
information, and shall in any case make sure that sufficient precautions are
observed.
The Receiving Party shall not disclose any proprietary information to any third
party without a prior written consent of the Disclosing Party nor shall the
Receiving Party use such proprietary information for its own benefit or the
benefit of such third party.
6.2. Obligations stipulated in Clause 6.1 above shall not apply to proprietary
information which:
(1) has become publicly known through no fault of the Receiving Party;
(2) is already in legal possession of the Receiving Party without being subject
to the provision of confidentiality between the Parties as described in Clause
6.1 above;
(3) has been disclosed in compliance with any compulsory resolution of a
government agency or a court of law, provided the Receiving Party advises the
Disclosing Party accordingly to the maximum extent possible prior to such
disclosure.
6.3. All proprietary information disclosed hereunder shall be provided on a
temporary basis solely to be used by the Parties in performance of their
obligations hereunder.
6.4. Either Party receiving any written proprietary information of the other
Party shall, on receipt of a written notice of the Party that disclosed the
information, forthwith return the original and any copies of such received
information to its proprietor.
6.5. Any public statements concerning the present Agreement and its execution,
including press releases, shall be agreed by the Parties before those are made
available for publication, except any cases when such publication is mandated to
the respective Party by any regulations, obligations, and rules applicable
thereto.
ARTICLE 7. RESPONSIBILITIES OF THE PARTIES
The Parties shall be liable for non-observance of the terms of the present
Agreement and Appendices and/or Supplementary Agreements hereto under the
applicable law of the Russian Federation and provisions of the present
Agreement.
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ARTICLE 8. GUARANTEES,
RECIPROCAL PROTECTION,
LIMITATION OF LIABILITY
8.1. Neither the Seller nor any third parties furnishing the Products and
Services shall grant any other express or implied guarantees, including, without
limitations, guarantees of fitness for any specific purpose, except for those
explicitly specified herein.
The Parties understand that the present section shall apply to the Buyer and its
subscribers of the Products and Services.
8.2. The Seller shall not be liable for any damage, losses, claims or other
expenses incurred by the Buyer or any third party through any actions or
omissions, responsibility for which lies with the Buyer, its employees, agents,
other representatives or visitors, and the Buyer hereby agrees to indemnify and
keep the Seller harmless from such losses, damage, claims or other expenses.
Similarly, the Buyer shall not be liable for any damage, losses, claims and
other expenses incurred by the Seller or any third party through actions or
omissions, responsibility for which lies with the Seller, its employees, agents,
or other representatives, and the Seller agrees to indemnify and keep the Buyer
harmless from such losses, damage, claims or other expenses.
The above mutual obligations shall remain in effect till expiry or early
termination of the present Agreement.
8.3. Neither Party shall be responsible to the other Party for any lost profit
or other indirect losses incurred by the other Party hereof or any third party
and caused by or arising from fulfillment or non-fulfillment by the first Party
of its obligations hereunder.
8.4. The Buyer shall bear full responsibility for use of the Products and
Services supplied by the Seller and shall keep the Seller harmless from any
claims arising from any improper use of the Products and Services by the Buyer.
ARTICLE 9. FORCE MAJEURE
9.1. The Parties shall not be held liable for any delayed fulfillment or
non-fulfillment of their obligations hereunder if such delays or non-fulfillment
are caused by circumstances beyond control of the Parties including: war
(including civil war), riots, sabotage, embargo, fires, floods and other natural
calamities, explosions, actions or inactions of the Russian government and other
governments, strikes; any such circumstances shall be regarded as Force Majeure.
The Parties shall inform each other in writing immediately upon becoming aware
of any event of Force Majeure that delays or otherwise affects their performance
hereunder.
9.2. The Parties shall not be held liable for any damage, losses, claims and
other expenses which they may incur by reason of any such Force Majeure event.
9.3. If any Force Majeure event makes the performance hereof impossible for more
than one hundred eighty (180) days, either Party shall be entitled to terminate
the present Agreement by a 30-day written notice to the other Party.
ARTICLE 10. ARBITRATION
10.1. In case of any differences between the Seller and the Buyer arising from
or related to the present Agreement or performance or non-performance by a Party
of its obligations hereunder, the Parties undertake to use their best efforts to
settle such differences amicably through negotiations, to be conducted by
respective General Directors or authorized representatives.
10.2. In case such differences cannot be resolved by negotiation in one month,
the dispute shall be referred to the Moscow Court of Arbitration according to
the procedure established by the effective law of the Russian Federation.
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ARTICLE 11. TERMINATION
11.1. If either Party commits a material breach of its obligations or other
provisions of the present Agreement, the other Party shall be entitled to
terminate the present Agreement, provided such breach or default has not been
cured within thirty (30) days upon receipt of written notice of such breach or
default by the breaching Party, unless another procedure is established hereby.
Upon termination of the present Agreement, the Seller shall cease furnishing the
Products and Services to the Buyer, and the Buyer shall cease using such
Products and Services.
11.2. If either Party terminates the present Agreement for any material breach
by the other Party of its obligations hereunder, the Buyer shall pay the Seller
any amount due for the Products and Services used prior the termination date
hereof, and the Seller shall take delivery from the Buyer of any property
belonging to the Seller. The above shall not release the respective Party from
other liabilities under the effective legislation.
11.3. Before the expiry of the term indicated in Appendix 1 hereto, the Buyer
may refuse the Products and Services, in part of in full, unilaterally and
without recourse to courts; to that end, the Buyer shall be obliged to notify
the Seller in writing of its intention to terminate the Agreement at least
twelve (12) months in advance of the proposed termination date, or of its
intention to partially refuse its performance at least three (3) months in
advance of the proposed refusal date, which shall constitute no breach hereof by
the Buyer.
The Buyer shall return numbering capacity in batches of 500 (Five Hundred)
numbers (from abc-X(1)X(2)00 through abc-X(1)X(2)99).
ARTICLE 12. NOTICES
Except for cases expressly specified in the present Agreement, all notices
required or permitted hereunder shall be forwarded in writing to the following
addresses:
IF TO TELEROSS LLC:
▇.▇. ▇▇▇ ▇▇, ▇-▇▇▇,
▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇
Attention: Director General
Telephone: ▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇▇
IF TO VYMPEL-COMMUNICATIONS OJSC:
Structure 14, Building 10,
8th March Street, Moscow 125083
Attention: Director General
Telephone: ▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇▇
IF TO KB IMPULS OJSC:
▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇ ▇▇▇▇▇▇
Attention: Executive Director
Telephone: ▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇▇
Either Party shall notify the other Party of any changes in its address in the
manner described above.
Any notices that may be related to any amendment or termination of this
Agreement shall be sent by certified mail.
ARTICLE 13. WAIVER, SEVERABILITY
Should any provision of the present Agreement become invalid or inconsistent
with the effective legislation of the Russian Federation, the remainder hereof
shall remain valid.
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In such case, on demand of either Party, the Parties shall enter into bona fide
negotiations in order to replace such invalid provisions with a provision
consistent with the effective legislation and matching the intent of the
provision it replaces as close as possible.
ARTICLE 14. GOVERNING LAW
The Parties shall construe and perform the present Agreement according to the
effective law of the Russian Federation.
ARTICLE 15. ASSIGNMENTS
Except for cases specified herein, neither the Seller not the Buyer shall
assign, transfer or otherwise dispose of the present Agreement or any rights and
obligations arising from the same without a prior written consent of the other
Party hereto.
ARTICLE 16. PROVISIONS PERTAINING
TO TRADE NAME AND TRADE ▇▇▇▇
The Buyer shall acknowledge all rights of the Seller to all trade names, trade
marks and service names used for the Products and Services.
The Buyer's right to use any trade name and/or trade ▇▇▇▇ of the Seller is
subject to the Seller's consent.
ARTICLE 17. ENTIRE AGREEMENT
17.1. The present Agreement, including all appendices and exhibits hereto, shall
constitute the entire agreement between the Seller and the Buyer with regard to
its subject matter and shall supersede any previous arrangements pertaining to
the same, written or oral.
Any amendments to the present Agreement may only be made in writing and shall be
signed by all the contracting Parties.
17.2. The Parties warrant that they have valid authority to enter into this
Agreement; the persons signing the Agreement have been fully authorized to
perform the said actions; all actions, conditions, and requirements enabling the
Parties to validly execute this Agreement, exercise their rights and perform
their obligations hereunder, have been duly performed and observed.
17.3. Concurrently with the present Agreement or at a later date, the Parties
may adopt and execute Exhibits to the same describing all terms and conditions
that may supplement, amend, modify or replace any terms and conditions hereof.
Such Exhibits shall be deemed integral parts of the present Agreement, and the
terms and conditions of such Exhibits shall prevail.
In witness hereof the Parties have caused the present Agreement to be executed
by their duly authorized representatives, in English and in Russian, in 3
copies, one for Seller and two for Buyer. In case of non-coincidence of the
meanings of texts the Russian version has priority.
OJSC VYMPEL- TELEROSS KB IMPULS
COMMUNICATIONS LLC OJSC
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Signature Signature Signature
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Name Name Name
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Title Title Title
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