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EXHIBIT 10.3
AGREEMENT
This agreement is concluded by and between the National Joint Stock
Company "Kazakhtelecom" ("Kazakhtelecom"), and Joint Venture BECET
International, a Closed-type Joint Stock Company under the laws of the Republic
of Kazakhstan ("BECET") and shall proceed and supersede the Agreement between
the Ministry of Communications of the Republic of Kazakhstan and BECET
International, dated February 4, 1994.
ARTICLE 1
Subject of the Agreement
Kazakhtelecom and BECET have hereby agreed on the interconnection of
the cellular network ("CN"), to be created by BECET with the public switched
telephone network ("PSTN") and on mutual settlement for incoming and outgoing
calls and rates of such settlements and on certain additional matters relating
to License No. 61 issued by the Ministry of Communications of the Republic of
Kazakhstan to BECET on February 4, 1994 ("License").
ARTICLE 2
Interconnection with PSTN
In accordance with the Joint Venture agreement dated December 13, 1993,
the interconnection of BECET's CN with the PSTN shall be free of charge, as a
portion of the Kazakhstan party's contribution to the Joint Venture.
ARTICLE 3
Rates
Section 3.1. BECET shall pay to the PSTN operators for carriage and
termination of intracity calls from the CN the lowest rate charged by
Kazakhtelecom for such business calls.
Section 3.2. BECET shall pay to the PSTN operators for carriage and
termination of intercity (intra- and inter-oblast') calls from the CN the rate
charged by Kazakhtelecom for intercity business calls, less a discount equal to
the greater of (i) 1/2 (one half) of the difference between the lowest rate
charged by Kazakhtelecom for intercity business calls and the lowest rate
charged by Kazakhtelecom for intercity calls by individuals or (ii) 20% (twenty
percent).
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Section 3.3. BECET shall pay to the PSTN operators for carriage and
termination of the international calls from the CN the rate charged by
Kazakhtelecom for international business calls, less a discount equal to the
greater of (i) 1/2 (one-half) of the difference between the lowest rate charged
by Kazakhtelecom for international business calls and the lowest rate charged by
Kazakhtelecom for international calls by individuals of (ii) 15% (fifteen
percent).
Section 3.4. BECET shall withhold from its payments to the PSTN
operators a reasonable percentage (from 5 to 7%) to be agreed, on a basis
consistent with international practice, for billing and collecting services.
Section 3.5. BECET shall inform the operators of PSTN connected to
BECET's CN of the rates to be charged by such operators for calls from PSTNs to
the CN. Such operators shall xxxx, collect and deliver to BECET the payment
received for such calls terminating on the CN less a reasonable portion thereof
to cover the costs of billing and collection of such call charges.
Section 3.6. With respect to Section 5.4.1. of the License
("Interconnection with the PSTN"), the parties agree that any changes to the
rates in effect in Kazakhstan shall not affect the formulas set forth in article
3 of this agreement, and that payments to the PSTN operators shall continue to
be made according to the formulas set forth above.
ARTICLE 4
BECET shall establish the rates for all services provided over the CN,
without the prior approval of Kazakhtelecom.
ARTICLE 5
Section 5.1.1. (e) of the License ("Scope of the License") provides
that the Grantee may lease or resell certain excess capacity, with approval by
Kazakhtelecom. The parties thereby understand that Kazakhtelecom shall have an
opportunity to recommend to Grantee possible or preferable lessees or purchasers
of such excess capacity, without otherwise limiting the Grantee's right to lease
or sell excess capacity.
ARTICLE 6
The parties understand that if the Grantee exercises its right of first
refusal in accordance with Section 5.1.3. of the License, Kazakhtelecom shall
issue such license to Grantee and not to any other person; but that nothing
shall preclude Kazakhtelecom from deciding to issue more than one license at the
same time for the same activity, in which case the Grantee's right of first
refusal shall apply to only one such license.
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ARTICLE 7
The term of this agreement shall be the term of the License, including
possible extension after the expiration of the initial term of the License.
Disputes hereunder shall be resolved in the manner set forth in the License.
This agreement is concluded on this 28 day of February, 1996 in five
original counterparts, in both English and Russian.
LEGAL ADDRESSES OF THE PARTIES
1. The National JSC Kazaktelecom: 00 Xxxxxx Xxxx Xx., 000000 Xxxxxx,
Xxxxxxxxxx Settlement account #425002 in Kazpochtabank, Almaty, code 953,
Registration Number of the Taxpayer 600700017446.
2. The JSC BECET International: 0 Xxxxxxxxx Xx., 000000 Xxxxxx,
Xxxxxxxxxx account #0000000 in the JS Bank Kazkommertsbank, code 724.
For the National JSC "Kazakhtelecom":
s/s YERZHAN K. SAGYNDYKOV
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Yerzhan K. Sagyndykov
President
For the JSC "BECET International"
s/s XXXXXX XXXXX
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Xxxxxx Xxxxx
Chairman of the Board
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