Exhibit 4.4
SUPPLEMENTAL AGREEMENT No. 1
to Shareholders' Agreement dated September 3, 2001
THIS SUPPLEMENTAL AGREEMENT No. 1 (this "Supplemental Agreement No. 1") to the
Shareholders' Agreement dated 3 September 2001 (the "Shareholders' Agreement")
is made on May 29, 2003 in Moscow, Russian Federation,
BY AND BETWEEN
(1) Open Joint Stock Company Long-Distance and International Commutications
"Rostelecom" located at: 0 Xxxxxxxxxxxx Xxxxxx, Xxxxxx, 000000, represented
by its General Director S.I. Kuznetsov acting pursuant to the Charter;
Non-Governmental Pension Fund "Rostelecom-Garantia" located at: 0
Xxxxxxxxxxxx Xxxxxx, Xxxxxx, 000000, represented by its General Director
A.A. Nedbai acting pursuant to the Charter;
(2) Open Joint Stock Company "RTC-Leasing" located at: 0 Xxxxxxxxxxxx
Xxxxxx, Xxxxxx, 000000, represented by its General Director M.G. Trufanov
acting pursuant to the Charter;
(3) Closed Joint Stock Company "North-West Telecombank" located at: 00
Xxxxxx xxxxxxxx, Xx. Xxxxxxxxxx, 000000, represented by Yu. I Novikov, the
Chairman of its Board of Directors, acting pursuant to the Charter;
Non-Profit Partnership "Center for Telecommunications Problems Research"
located at: 00 Xxxxxxxxxx Xxxxxx, xxxxxxxx 0, Xxxxxx, 000000, represented
by its Director X.X. Xxxxxxx acting pursuant to the Charter;
Closed Join Stock Company "KB Russian Industrial Bank" located at: 00
Xxxxxxxxx xxxxxxxxx, Xxxxxx, 000000, represented by its General Director
X.X. Xxxxxx acting pursuant to the Charter;
Closed Joint Stock Company "GAMMA-Invest" located at: 0 Xxxxxxx Xxxx
Xxxxxx, Xx. Xxxxxxxxxx, 000000, represented by its General Director X.X.
Xxxxxx acting pursuant to the Charter;
Closed Joint Stock Company "KFP-FINANCE" located at: 00 Xxxxxxxxxxxxxx
Xxxxxx, Xxxxxx, 000000, represented by its General Director X.Xx.
Rumentseva acting pursuant to the Charter; and
Closed Joint Stock Company "GAMMA-Capital" located at: 0 Xxxxxxx Xxxx
Xxxxxx, Xx. Xxxxxxxxxx, 000000, represented by its General Director X.X.
Gerkusov acting pursuant to the Charter.
The terms defined in the Shareholders' Agreement shall have the same
meaning in this Supplemental Agreement No. 1, unless this Supplemental
Agreement No. 1 provides for otherwise.
WHEREAS
(a) with support from the Consortium, certain steps were taken in 2001 to
restructure Rostelecom's debt owed to the Company (RTC-Leasing) for the
amount of two billion nine hundred twenty three million four hundred eighty
thousand (2,923,480,000) Rubles, as a result of which OAO Rostelecom and
RTC-Leasing concluded and implemented the Amendment Agreement to the
financial lease (leasing) arrangements, dated September 28, 2001, which was
certified by the Acknowledgement of Performance of April 15, 2003 signed by
the Initial Shareholders, the Company (RTC-Leasing) and the Consortium; and
(b) Closed Joint Stock Company "GAMMA-Capital" ("GAMMA-Capital"), being a
shareholder of the Company (RTC-Leasing) as of the date of conclusion of
this Supplemental Agreement No. 1, acceded to the Shareholders' Agreement
and recognizes itself as a member of the Consortium from the date
GAMMA-Capital acquired shares in the Company (RTC-Leasing);
the Parties hereby have agreed on as follows:
1. To amend Article 7.1. of the Shareholders' Agreement, which Article as
from the date of conclusion of this Supplemental Agreement No. 1 shall be
restated as follows:
"7.1. The Consortium undertakes to procure that:
7.1.1 within six (6) months of the date of conclusion of the Supplemental
Agreement, dated May 29, 2003:
(a) Rostelecom's obligations to the Company (RTC-Leasing) specified in
Annex 1 to the Supplemental Agreement No. 1 of May 29, 2003 and subject to
fulfillment within 2004-2012 for the total amount over one billion five
hundred million (1,500,000,000) Rubles plus VAT worth three hundred
thousand (300,000,000) Rubles shall be terminated; and
(b) a third party and/or member of the Consortium (the constituent members
of which are listed on the title page of the Supplemental Agreement No. 1
of 29 May, 2003) shall acquire from the Initial Shareholders one million
two hundred thousand twenty five eight hundred seventy three (1,255,873)
shares in the Company (RTC-Leasing) (constituting 30.15% of the charter
capital of the Company (RTC-Leasing) as of the date of conclusion of the
Supplemental Agreement No. 1 of May 29, 2003) at a price not less than
seven hundred fifty million (750,000,000) Rubles for the above block of the
shares.
7.1.2 within twelve (12) months from the date of conclusion of the
Supplemental Agreement No. 1 dated May 29, 2003:
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(a) all Rostelecom's third party obligations (under pledge agreements,
payment guarantees, suretyship agreements) specified in Annex 2 to the
Supplemental Agreement No. 1 of May 29, 2003 shall be terminated.
The Consortium's obligations specified in clauses 7.1.1. and 7.1.2. of the
Shareholders' Agreement shall be performed by entering into separate
agreements and drawing up other documents requisite therefor.
The parties undertake to draw up and sign acts certifying the fulfillment
by the Consortium of its obligations specified in this Article 7.1, as such
obligations are actually fulfilled. "
2. To set out Article 10.3 of the Shareholders' Agreement restated as
follows:
"10.3. Until the Consortium shall have fulfilled its obligations specified
by Article 7.1, members of the Consortium may sell the shares they own in
the Company to third persons only if the Initial Shareholders give their
written consent thereto".
3. The parties determine that the new versions of Articles 7.1. and 10.3 of
the Shareholders' Agreement shall be taken into account for the purposes of
application of provisions of the Shareholders' Agreement as from the date
of signing this Supplemental Agreement No. 1.
SIGNATURES OF THE PARTIES:
General Director
OJSC "Rostelecom" S.I. Kuznetsov
General Director
OJSC "Rostelecom-Garantia" A.A. Nedbai
General Director
OJSC "RTC-Leasing" M.G. Trufanov
General Director
CJSC "North-West Telecombank" Yu.X. Xxxxxxx
Director
NP "Center for Telecommunications Problems
Research" X.X. Xxxxxxx
Chairman
CJSC "KB Russian Industrial Bank" X.X. Xxxxxx
General Director
CJSC "GAMMA-Invest" X.X. Xxxxxx
General Director
CJSC "KFP-FINANCE" X.Xx. Rumiantseva
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General Director
CJSC "GAMMA-Capital" X.X. Gerkusov
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