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EXHIBIT 10.2
AGREEMENT
This agreement is concluded by and between the Ministry of Communications
of the Republic of Kazakhstan (the "MOC") and Joint Venture BECET International,
a joint stock company under the laws of the Republic of Kazakhstan ("BECET").
ARTICLE 1
Subject of the Agreement
The MOC 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 n. 61 issued by the MOC to BECET ("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 the MOC
for such business calls.
Section 3.2 BECET shall pay to the PSTN operators for carriage and
termination of the intercity (intra- and inter-oblast') calls from the CN the
rate charged by the MOC for inter city business calls, less a discount equal to
the greater of (i) 1/2 (one half) of the difference between the lowest rate
charged by the MOC for intercity business calls and the lowest rate charged by
the MOC for intercity calls by individuals or (ii) 20% (twenty percent).
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 the MOC
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 the MOC for
international business calls and the lowest rate charged by the MOC for
international calls by individuals or (ii) 15% (fifteen percent).
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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 PSTNs 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, 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 the MOC.
ARTICLE 5
Section 5.l.l.(e) of the License provides that the Grantee may lease or
resell certain excess capacity, with "approval by the MOC". The parties thereby
understand that the MOC 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, the MOC shall issue
such license to Grantee and not to any other person; but that nothing shall
preclude the MOC 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 extentions 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 4 day of February, 1994 in five
original counterparts, in both English and Russian.
For the Ministry of Communications For BECET International
of the Republic of Kazakhstan
[SEAL]
/s/ YU. X. XXXXX /s/ XXXXXXX X. XXXXXXX
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Yu. X. Xxxxx Xxxxxxx X. Xxxxxxx
Deputy Minister Attorney in Fact
