As filed with the Securities and Exchange Commission on April 20, 1998
Registration Number 333-48371
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1
FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------
FaciliCom International, Inc.
(Exact name of registrant as specified in its charter)
------------
Delaware
(State or other jurisdiction of
incorporation or organization)
4813
(Primary Standard Industrial
Classification Code Number)
52-1926328
(I.R.S. Employer
Identification No.)
1401 New York Avenue, NW
Washington, D.C. 20005
(202) 496-1100
(Address, including ZIP Code, and telephone number, including area code, of
registrant's principal executive offices)
------------
Walter J. Burmeister
Chief Executive Officer and President
1401 New York Avenue, NW
Washington, D.C. 20005
(202) 496-1100
(Name, address, including ZIP Code, and telephone number, including area code,
of agent for service)
Copies to:
Morris F. DeFeo, Jr., Esq.
Swidler & Berlin, Chartered
3000 K Street, N.W., Suite 300
Washington, D.C. 20007
------------
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box.[ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Proposed amount maximum maximum
Title of to be aggregate offering price Amount of
securities to be registered registered offering price per note(1) registration fee(2)
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<S> <C> <C> <C> <C>
10 1/2% Series B Senior Notes
due 2008 300,000 $300,000,000 $1,000 $88,500
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(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(f) under the Securities Act of 1933, as amended.
(2) Calculated pursuant to Rule 457(f) based on the book value, calculated as
of March 20, 1998, of the outstanding 101/2% Senior Notes Due 2008 of
FaciliCom International, Inc., to be canceled in the exchange transaction
hereunder.
</TABLE>
------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
The Company's By-Laws provide, to the maximum extent provided by applicable
law, no director shall be personally liable to the Company or its stockholders
for monetary damages for any breach of fiduciary duty by such director as a
director. The foregoing sentence shall not eliminate or limit the liability of
a director, (i) for breach of the director's duty of loyalty of the Company or
its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) pursuant
to Section 174 of the Delaware General Corporation Law or (iv) for any
transaction from which the director derived an improper personal benefit. No
amendment to or repeal of the relevant Article of the By-Laws of the Company
shall apply to or have any effect on the liability or alleged liability of any
director or officer of the Company for or with respect to any acts or
omissions of such director or officer occurring prior to such amendment.
Directors and officers of the Company shall be indemnified as of right to
the fullest extent now or hereafter permitted by law in connection with any
actual or threatened civil, criminal, administrative or investigative action,
suit or proceeding (whether brought by or in the name of the Company or
otherwise) arising out of their service to the Company or to another
organization at the request of the Company. Persons who are not directors or
officers of the Company may be similarly indemnified in respect of such
service to the extent authorized at any time by the Board of Directors of the
Company. The Company may purchase and maintain insurance to protect itself and
any such director, officer or other person against any liability asserted
against him and incurred by him in respect of such service whether or not the
Company would have the power to indemnify him against such liability by law or
under the provisions of the Company's By-Laws. The provisions of the Company's
By-Laws shall be applicable to actions, suits or proceedings commenced after
the adoption hereof, whether arising from acts or omissions occurring before
or after the adoption hereof, and to directors, officers and other persons who
have ceased to render such service, and shall inure to the benefit of the
heirs, executors and administrators of the directors, officers and other
persons referred to in this Article.
II-1
<PAGE>
<PAGE>
Item 21. Exhibits and Financial Statement Schedules.
(A) Exhibits:
Exhibit
Number Description
- -------- -----------
**1.1 Purchase Agreement between the Company, Lehman Brothers Inc.
and BT Alex. Brown Incorporated dated January 23, 1998
**2.1 Investment and Shareholders Agreement among Armstrong
International Telecommunications, Inc., FCI Management Group
and FaciliCom International, Inc. dated December 22, 1997
**3.1 Certificate of Incorporation of FaciliCom International, Inc.
**3.2 Certificate of Amendment of Certificate of Incorporation of
FaciliCom International, Inc.
**3.3 By-laws of FaciliCom International, Inc.
**4.1 Indenture between the Company and State Street Bank and Trust
Company dated January 28, 1998
4.2 Reference is made to Exhibits 3.1 and 3.2
**4.3 Form of Common Stock Certificate of FaciliCom International,
Inc.
**5.1 Opinion of Swidler & Berlin, Chartered regarding legality
Registration Rights Agreement between the Company, Lehman
Brothers Inc. and BT Alex. Brown Incorporated dated January 28,
1998
**10.2 FaciliCom International, Inc., 1997 Stock Option Plan No. 1
**10.3 FaciliCom International, Inc., 1997 Stock Option Plan No. 2
**10.4 FaciliCom International, Inc., 1997 Phantom Stock Rights Plan
10.5 International Telecommunications Services Agreement between
Fonetel Global Communications AB and Telecom Finland
International dated December 15, 1994.
+10.6 Service Agreements between Fonetel Global Communications AB and
Nordnet OY dated January 26, 1995.
10.7 Services Agreements between Fonetel Global Communications AB and
Belgacom SA dated February 15, 1995.
10.8 Services Agreement between Telenor Carrier Services A/S and
Nordiska Tele8 AB dated November 14, 1995.
10.9 Operating Agreement between Nordiska Tele8 AB and Portugal
Telecom dated February 1, 1996.
+10.10 Operating Agreement between Deutsche Telekom AG and Tele8 Sweden
dated May 28, 1996.
10.11 Operating Agreement between Nordiska Tele8 AB and Eesti Telefon
dated August 12, 1996.
10.12 Memorandum of Understanding between Telekon Sloveniga and
Nordiska Tele8 AB dated October 30, 1996.
+10.13 Services Agreement between Telecom Italia SpA and Nordiska Tele8
AB dated January 16, 1997.
10.14 Agreement to Operate International Telecommunications between
CANTV and FaciliCom International and Between FaciliCom
International, L.L.C. and Compania Anonima Nacional de
Telefonos de Venezuela dated June 2, 1997.
10.15 International Telecommunications Service Agreement between MATAV
Rt - Hungary and Nordiska Tele8 AB - Sweden.
+10.16 Agreement on joint Traffic between Tele Denmark A/S and Nordiska
Tele8 dated December 18, 1997.
*10.17 Interconnect Agreement between Telia AB and Nordiska Tele8 AB.
**12.1 Schedule of Earnings to Fixed Charges
II-2
<PAGE>
<PAGE>
Exhibit
Number Description
- ------- -----------
**21.1 Subsidiaries of Registrant.
**23.1 Consent of Deloitte & Touche LLP
**23.2 Consent of Deloitte & Touche
**23.3 Consent of Swidler & Berlin, Chartered (to be included in Exhibit
5.1 to the Registration Statement)
**24.1 Power of Attorney (on signature page)
**27.1 Financial Data Schedule
**99.1 Form of Letter of Transmittal
**99.2 Form of Notice of Guaranteed Delivery
**99.3 Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
**99.4 Form of Letter to Clients
**99.5 Guides for Certification of Taxpayer Identification Number on Form
W-9
- ------
* To be filed by amendment
** Previously filed
+ Confidential Treatment is being requested for portions of this document.
The redacted material is being filed separately with the Commission.
(B) Consolidated Financial Statement Schedules:
All Schedules have been omitted because they are not applicable, not
required, or the required information is included in the Financial Statements
or the Notes thereto.
Item 22. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement.
Notwithstanding the foregoing, any increase or decrease in
the volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission
pursuant to rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
II-3
<PAGE>
<PAGE>
(b)(1) The undersigned Registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this
registration statement, by any person or party who is deemed
to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain
the information called for by the applicable registration form
with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called
for by the other items of the applicable form.
(2) The Registrant undertakes that every prospectus: (i) that is
filed pursuant paragraph (1) immediately preceding, or (ii)
that purports to meet the requirements of Section 10(a)(3) of
the Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used
until such amendment is effective, and that, for purposes of
determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(d) The undersigned Registrant hereby undertakes to supply by means
of a post-effective amendment all information concerning a
transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration
statement when it becomes effective.
(e) The undersigned Registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the
Trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of
the Act.
(f) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
II-4
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the District of Columbia, on April
20, 1998.
Facilicom International, Inc.
By: *
-----------------------------
Walter J. Burmeister
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 20, 1998.
Signature Title
* Chief Executive Officer, President
- --------------------------- and Director (Principal Executive Officer)
Walter J. Burmeister
/s/ Christopher S. King Vice President-Finance and Administration,
- --------------------------- Chief Financial Officer (Principal
Christopher S. King Financial Officer and Principal Accounting
Officer)
*
- --------------------------- Treasurer, Vice President and Director
Kirby J. Campbell
*
- --------------------------- Secretary, Vice President and Director
Dru A. Sedwick
II-5
<PAGE>
<PAGE>
Signature Title
*
- --------------------------- Director
Bryan Cipoletti
*
- --------------------------- Director
Robert Reed
*
- --------------------------- Director
Jay Sedwick
*
- --------------------------- Director
William Stewart
* Christopher S. King, by signing his name hereto, signs this document on
behalf of each of the persons so indicated above pursuant to powers of
attorney duly executed by such person and filed with the Securities and
Exchange Commission.
II-6
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- -------- -----------
**1.1 Purchase Agreement between the Company, Lehman Brothers Inc.
and BT Alex. Brown Incorporated dated January 23, 1998
**2.1 Investment and Shareholders Agreement among Armstrong
International Telecommunications, Inc., FCI Management Group
and FaciliCom International, Inc. dated December 22, 1997
**3.1 Certificate of Incorporation of FaciliCom International, Inc.
**3.2 Certificate of Amendment of Certificate of Incorporation of
FaciliCom International, Inc.
**3.3 By-laws of FaciliCom International, Inc.
**4.1 Indenture between the Company and State Street Bank and Trust
Company dated January 28, 1998
4.2 Reference is made to Exhibits 3.1 and 3.2
**4.3 Form of Common Stock Certificate of FaciliCom International,
Inc.
**5.1 Opinion of Swidler & Berlin, Chartered regarding legality
Registration Rights Agreement between the Company, Lehman
Brothers Inc. and BT Alex. Brown Incorporated dated January 28,
1998
**10.2 FaciliCom International, Inc., 1997 Stock Option Plan No. 1
**10.3 FaciliCom International, Inc., 1997 Stock Option Plan No. 2
**10.4 FaciliCom International, Inc., 1997 Phantom Stock Rights Plan
10.5 International Telecommunications Services Agreement between
Fonetel Global Communications AB and Telecom Finland
International dated December 15, 1994.
10.6 Service Agreements between Fonetel Global Communications AB and
Nordnet OY dated January 26, 1995.
10.7 Services Agreements between Fonetel Global Communications AB and
Belgacom SA dated February 15, 1995.
10.8 Services Agreement between Telenor Carrier Services A/S and
Nordiska Tele8 AB dated November 14, 1995.
10.9 Operating Agreement between Nordiska Tele8 AB and Portugal
Telecom dated February 1, 1996.
10.10 Operating Agreement between Deutsche Telekom AG and Tele8 Sweden
dated May 28, 1996.
10.11 Operating Agreement between Nordiska Tele8 AB and Eesti Telefon
dated August 12, 1996.
10.12 Memorandum of Understanding between Telekon Sloveniga and Nordiska
Tele8 AB dated October 30, 1996.
10.13 Services Agreement between Telecom Italia SpA and Nordiska Tele8
AB dated January 16, 1997.
10.14 Agreement to Operate International Telecommunications between
CANTV and FaciliCom International and Between FaciliCom
International, L.L.C. and Compania Anonima Nacional de
Telefonos de Venezuela dated June 2, 1997.
10.15 International Telecommunications Service Agreement between MATAV
Rt - Hungary and Nordiska Tele8 AB - Sweden.
10.16
10.17
**12.1 Schedule of Earnings to Fixed Charges
II-7
<PAGE>
<PAGE>
Exhibit
Number Description
- ------- -----------
**21.1 Subsidiaries of Registrant.
**23.1 Consent of Deloitte & Touche LLP
**23.2 Consent of Deloitte & Touche
**23.3 Consent of Swidler & Berlin, Chartered (to be included in Exhibit
5.1 to the Registration Statement)
**24.1 Power of Attorney (on signature page)
**27.1 Financial Data Schedule
**99.1 Form of Letter of Transmittal
**99.2 Form of Notice of Guaranteed Delivery
**99.3 Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
**99.4 Form of Letter to Clients
**99.5 Guides for Certification of Taxpayer Identification Number on Form
W-9
- ------
* To be filed by amendment
** Previously filed
+ Confidential Treatment is being requested for portions of this document.
The redacted material is being filed separately with the Commission.
(B) Consolidated Financial Statement Schedules;
All Schedules have been omitted because they are not applicable, not
required, or the required information is included in the Financial Statements
or the Notes thereto.
II-8
INTERNATIONAL TELECOMMUNICATION SERVICES AGREEMENT
AN AGREEMENT made the 15th day of December, 1994 between Fonetel Global
Communications AB, whose registered office is at Vastergatan 4, 21121 Malmo,
SWEDEN of the one part and Telecom Finland Ltd., represented here by its
department Telecom Finland International, whose registered address is at P.O.
Box 140, Elimaenkatu 10, 00511 Helsinki, FINLAND of the other part.
WHEREAS the parties jointly desire to furnish telecommunication services
between Sweden (as hereinafter defined) and Finland (as hereinafter defined).
NOW THEREFORE IT IS HEREBY AGREED as follows:
1. Definitions
-----------
(a) In this Agreement, unless the context otherwise requires, the
following terms shall have the following meanings:
(i) "C.C.I.T.T." means the International Telegraph and Telephone
Consultative Committee of the International
Telecommunications Union;
(ii) "Operating Territory" in relation to Fonetel Global
Communications AB means Sweden, and in relation to Telecom
Finland International means Finland;
(iii) "ETSI" means the European Telecommunications Standards
Institute;
(b) The expression "Fonetel" and "Telecom Finland International"
refer to "Fonetel Global Communications AB and "Telecom Finland
Ltd. respectively and shall include their respective successor
and permitted assigns and their respective employees and agents.
(c) The section headings in this Agreement are for ease of reference
only and shall not be taken into account in the construction or
interpretation of any provision to which they refer.
2. Scope
_____
Subject to the terms and conditions contained herein each of the parties
undertakes to establish and provide such telecommunication services
between Sweden and Finland, as specified in Clause 4, and to use its
reasonable endeavours to establish such telecommunication services on and
with effect from 01.02.1995 or such other dates as may be agreed by the
<PAGE>
<PAGE>2
parties.
3. Duration
________
(a) This Agreement shall come into force on the 15th day of
December, 1994 and shall continue thereafter unless and until
terminated by not less than 12 months' prior written notice
given by either party to the other.
(b) In respect of each of the telecommunication services referred to
in Clause 4, this Agreement shall continue after the date of
entry into force of the Agreement unless and until terminated by
not less than 3 months' prior written notice given by either
party to the other.
(c) This Agreement shall however be subject to the provisions for
earlier termination referred to in Clause 12.
4. Telecommunication Services
__________________________
The telecommunication services to be established and provided, shall be
agreed between the parties from time to time and the details thereof
shall be set out in Annexes which shall be attached to this Agreement.
If any contradiction exists between this main Agreement and its Annexes
then this main Aqreement will prevail.
5. Routing of Telecommunication Services and Provision of Facilities
_________________________________________________________________
(a) The routes to be used by each party to provide telecommunication
services hereunder shall be such direct circuits as may be agreed
between the parties from time to time and/or such switched
circuits via countries other than Sweden and Finland or a
combination thereof as the parties may from time to time deem
expedient to maintain the provision of the telecommunication
service in question.
(b) Each party will be responsible for the provision and maintenance
of, and payment for, the necessary interconnecting facilities in
respect of its portion of the telecommunication services,
referred to in Clause 4, located within its operating territory.
(c) Each party shall be responsible for the establishment of and the
payment for one-half of that portion of the telecommunication
facilities necessary to provide the said circuits located outside
the respective operating territories of the parties used in the
provision of the telecommunication services referred to in Clause
4.
<PAGE>
<PAGE>3
(d) Each party shall notify the other as soon as practicable of any
facility failure arising or likely to arise from a cause within
its operating territory which is likely to result in a protracted
interruption to the provision of any or all of the
telecommunication services referred to in Clause 4.
6. Language
________
English shall be the language used by technical and operating personnel
for the establishment and provision of telecommunciations services
referred to in Clause 4.
7. Technical Standards and Methods of Operation
____________________________________________
(a) The technical standards and methods of operation to be applied
and used by the parties in the provision of telecommunication
services, referred to in Clause 4, shall be agreed by the parties
from time to time. In the event of a failure to agree upon the
technical standards to be applied the parties shall apply
standards not inferior to the relevant recommendations of the
C.C.I.T.T. and ETSI in force as of the date hereof until such
time as agreement is reached by the parties.
(b) The parties will adopt from time to time (as appropriate) written
procedures and working standards to be implemented by them in
respect of order handling, maintenance and other operational
matters in respect of each of the telecommunication services
referred to in Clause 4.
(c) Insofar as is commercially feasible, the telecommunication
services to be provided and which are referred to in Clause 4,
will be carried on digital channels, which will conform to
European standards, between Sweden and Finland.
8. Sales Effort
____________
Each party undertakes with the other party to promote on a non-exclusive
basis the sale of each of the telecommunication services referred to in
Clause 4, to the reasonable satisfaction of the other party.
9. Liability
_________
Neither party shall be liable to the other for any loss or damage whether
direct or indirect sustained by reason of any failure in or breakdown of
the communication facilities associated with the circuits used in
providing the telecommunication services under this Agreement or for any
interruption of service, whatsoever shall be the cause of such failure,
<PAGE>
<PAGE>4
breakdown or interruption and however long it shall last.
10. Authorisations
______________
All undertakings and obligations assumed in this Agreement by either
party are subject to the issuance and continuance of all necessary
governmental licenses, waivers, consents, registrations, permissions and
approvals.
11. Force Majeure
_____________
No failure of omission by either party to carry out or observe any of the
terms and conditions of this Agreement shall give rise to any claim
against the party in question or be deemed a breach of this Agreement if
such failure or omission arises from any cause beyond the control of that
party.
12. Termination
___________
Notwithstanding anything to the contrary express or implied elsewhere
herein either party (without prejudice to its other rights) may terminate
this Agreement forthwith on notifying the other party to that effect by
Notice in writing, in the event that the other party fails to make any
payment due under this Agreement punctually by the due date, and fails to
make such payment within 30 days of being advised, by the party giving
notice of termination that such payment is due and has not been made.
13. Assignment
__________
Neither party shall transfer or assign its rights or obligations under
this Agreement without the prior written consent of the other party;
provided however that either party may assign its rights and obligations
under this Agreement to its subsidiaries, to its parent Company or
subsidiaries of the parent with prior notification to the other party.
No such assignment shall relieve the assigning party of its obligations
hereunder.
14. Notices
_______
(a) Any communications by either party to the other shall, unless
otherwise provided herein, be sufficiently made if sent by post
(by airmail where possible), postage paid, or by telegraph, telex
or telefax transmission to the address hereinafter specified and
shall, unless otherwise provided herein, be deemed to have been
made to the other party on the day on which such communications
ought to have been delivered in due course of postal,
telegraphic, telex or telefax transmission.<PAGE>
<PAGE>5
(b) Unless otherwise specified by not less than 15 days' notice in
writing by the party in question, the address to which
communications shall be sent shall be:
To Fonetel:
By mail: Fonetel Global
Communications AB
Vastergatan 4
21121 Malmo, SWEDEN
By telefax: +46 40 660 0089
In all cases
marked: "For the attention of
Mr. Chris Becker"
To Telecom Finland:
By mail: Telecom Finland International
P.O. Box 140
Elimaenkatu 10
00511 Helsinki, FINLAND
By telefax: +358 2040 2659
In all cases
marked: "For the attention of
Mr. Raimo Pontynen"
15. Entire Agreement
________________
This Agreement and the Annexes attached to this Agreement, represents the
entire understanding between the parties in relation to the subject-
matter hereof and supersedes all other agreements and representations
made by either party, whether oral or written and this Agreement may only
be modified if such modification is in writing and signed by a duly
authorised representative of each party hereto.
16. No Waiver
_________
No waiver by either party of any provision of this Agreement shall be
binding unless made expressly and expressly confirmed in writing.
Further, any such waiver shall relate only to such particular matter,
non-compliance or breach as it expressly relates to and shall not apply
to any subsequent or other matter, noncompliance or breach.
17. Law and Arbitration
___________________
This Agreement and any matters hereto shall be governed by and construed
in accordance with Finnish Law. Disputes arising from this Agreement are
to be settled by arbitration. The arbitrators are to be appointed by the
<PAGE>
<PAGE>6
Board of Arbitration of the Central Chamber of Commerce of Finland and the
Rules of the said Board are to be observed in arbitration procedure. The
place of the arbitration shall be Helsinki.
IN WITNESS WHEREOF THIS AGREEMENT has been entered into the day and year first
above written.
Signed for and on behalf of Telecom Finland Ltd.
/s/ Juhani Vienola /s/ Pekka Uusimaa
- --------------------------------- -----------------------------------
Juhani Vienola Pekka Uusimaa
Date: ---------------------------
Signed for and on behalf of Fonetel Global Communications AB
/s/ Arne Dunhem
- ---------------------------------
Arne Dunhem
Date:----------------------------<PAGE>
<PAGE>7
ANNEX
TELECOMMUNICATION SERVICE INTERNATIONAL PUBLIC SWITCHED TELEPHONE SERVICE
between Sweden and Finland.
This Annex is attached to and incorporated into the International
Telecommunication Services Agreement made between Fonetel Global
Communications AB and Telecom Finland Ltd.
1. Type of Service
---------------
a) The following International Public Switched Telephone Services may
be established under this Agreement from points in or reached via
Sweden and from points in or reached via Finland:
1. International Direct Dial Service
2. International Telecommunications Transit Service
b) Not all classes of traffic may be operational at the time of
initial implementation of the service.
2. Periods of Service
------------------
In principle, this service will be a 24 hour per day continuous facility.
3. Charges to the Public
---------------------
Collection rates for the service covered by this Agreement shall be a
national matter to be determined by each party, subject to appropriate
governmental approvals as necessary.
4. Accounting Rates and Division of Revenues
-----------------------------------------
a) The accounting rates, which are based on C.C.I.T.T.
recommendations and TEUREM principles, and division of revenue
derived from the service between Sweden and Finland provided by
the parties shall be those set out in the Addendum attached to
this Agreement or as the parties may otherwise agree from time to
time and incorporate in this Agreement.
b) A separate Addendum will cover transit working.<PAGE>
<PAGE>8
ADDENDUM TO ANNEX 1
regarding the INTERNATIONAL PUBLIC
SWITCHED TELEPHONE SERVICE between
Sweden and Finland
This Addendum is attached to and incorporated into Annex 1 of the
International Telecommunication Services Agreement made between Fonetel Global
Communications AB and Telecom Finland Ltd.
1. Accounting Rate
---------------
a) The unit of Account will be the SDR (Special Drawing Right).
b) The Accounting Rate shares will be defined according to the
C.C.I.T.T. recommendations and principles.
2. Currency of Settlement
----------------------
The currency if settlement chosen by the creditor is:
if Fonetel is creditor - Swedish crowns (SEK)
if Telecom Finland is creditor - Finnish marks (FIM)
3. Return of Traffic
-----------------
3.1. The traffic streams to Fonetel operator should normally be
regarded as entirely separate and dimensioned to C.C.I.T.T.
recommendations of a 1% busy hour grade of service.
3.2. Telecom Finland International will start its return traffic to
(Fonetel) earliest 12 months after the date (Fonetel) has
started to send traffic to Telecom Finland International.
However, return traffic will be only started if the share of
(Fonetel) of the total traffic from (Sweden) to Finland is more
than 5% (market share) and the total volume during the previous
last 12 months has been more than 600,000 minutes.
3.3. The calculation of the (Fonetel) market share should be based on
the terminal traffic from (Fonetel) to Telecom Finland,
comprising IDD traffic only.
6. Exchange of Information
-----------------------
To ensure effective implementation and operation of the service the parties
may wish to exchange:
a) appropriate sales and service implementation plans on an ongoing
basis,
<PAGE>
<PAGE>9
b) information on their respective collection rates as appropriate,
c) details of the numbering scheme employed to access their public
switched voice customers in the operating territory, and
d) details of the service positions/facilities and how they may be
accessed by the other party's service positions.
Any of this information, which is not in the public domain, will be
strictly confidential and shall not be disclosed to third parties,
particularly those offering competitive service in either Sweden or
Finland unless otherwise agreed in writing.
Signed for and on behalf of Telecom Finland Ltd.
/s/ Juhani Vienola /s/ Pekka Uusimaa
- ------------------------------- -------------------------------------
Juhani Vienola Pekka Uusimaa
Date:--------------------------
Signed for and on behalf of Fonetel Global Communications AB
/s/ Arne Dunhem
- ------------------------------
Arne Dunhem
Date:--------------------------<PAGE>
<PAGE>10
3.4. For the calculation of the return traffic a following formula is
used:
RTN = A
-----------------------------
Total Telecom Finland traffic
whereas RTN = Return portion of Telecom Finland International
to Fonetel
A = IDD traffic from Fonetel
4. Overdue Settlements
-------------------
Interest will be charged at the annual rate of 6% on a daily basis, on
accounts still outstanding after the agreed settlement period. In this
case interest will be charged from the date of receipt by the debtor of
the quarterly settlement statement.
Signed for and on behalf of Telecom Finland Ltd.
/s/ Juhani Vienola /s/ Pekka Uusimaa
- ------------------------------- -------------------------------------
Juhani Vienola Pekka Uusimaa
Date:--------------------------
Signed for and on behalf of Fonetel Global Communications AB
/s/ Arne Dunhem
- ------------------------------
Arne Dunhem
Date:--------------------------<PAGE>
<PAGE>11
CONFIDENTIALITY AGREEMENT
This agreement is made by and between Fonetel Global Communications AB whose
registered office is at Vastergatan 4, S-21121 Malmo, Sweden and Telecom
Finland Limited of P.O. Box 140, Elimaenkatu 10, FIN-00511 Helsinki, Finland.
Whereas
a) Fonetel Global Communications AB and Telecom Finland Limited wish
and plan to disclose to each other Proprietary Information for the
purpose of co-operation regarding the provision of Leased Line and
Swiched Scrvices; and
b) Each of the parties wish to protcet its own proprietary
information so disclosed.
Now therefore it is agreed as follows:
1. Proprietary Information shall mean any technical or commercial
information, including without limitation pricing, specifications,
drawings, designs, knowhow and information disclosed between the
parties which is in tangible or visible form and clearly marked or
designated by the disclosing party as proprietary (or is communicated
orally on a basis of confidentiality and subsequently presented in a
tangible or visible form to the receiving party within a period of not
more than 30 days of such communication, it being understood that such
information shall be protected hereunder for the said 30 day period).
All information provided by either party, identified as being
Proprietary Information, shall be treated as confidential by the
recipient and shall not be used otherwise than for the identified
purpose and shall not be disclosed without the written consent of the
disclosing party unless such information:
2.1 is in, or later comes into, the public domain other than by
breach of the foregoing paragraph; or
2.2 is in the possession of the recipient, with the full right to
disclose, prior to receiving it from the other party; or
2.3 is independently received by the recipient from a third party
with full right to disclose.
If it should be necessary for the recipient to supply the Proprietary
Information to third parties for purposes relating to the identified
purpose, the recipient shall ensure that the provisions of this
agreement are properly observed by the third party. No transfer of
Proprietary Information shall take place to a third party without the
prior written consent of the parties to this agreement.
<PAGE>
<PAGE>12
In the event that a party supplies Proprietary Information which it does
not wish to be communicated to any potential third party, that party
shall so advise the recipient who shall comply with that parties
requirements in this respect.
2. The provisions of this agreement shall remain in force for a period of
five years from the date of this agreement.
3. This agreement shall be govemed by and construed and take effect in
accordance with the substantive Laws of Finland.
In witness whereof the parties have caused tbis agreement to be duly
executed the day and year first before written.
For and on behalf of Fonetel Global Communications AB
Signed /s/ Arne Dunhem
--------------------------------
Name Arne Dunhem
Position President & CEO
Date -------------------------------
For and on behalf of Telecom Finland Limited
Signed /s/ Pekka Uusimaa
--------------------------------
Name Pekka Uusimaa
Position Director
Date -----------------------------------
SERVICE AGREEMENT
BETWEEN
FONETEL GLOBAL COMMUNICATIONS AB
AND
NORDNET OY
FOR
INTERNATIONAL TELECOMMUNICATIONS SERVICES
THIS AGREEMENT, made and entered into this 26th day of January 1995, between
Fonetel Global Communications AB, a corporation organized and existing under
the laws of Sweden and having its principal office at Vastergatan 4, S-211 21,
Malmo, Sweden (hereinafter referred to as "Fonetel" which shall include its
successors or permitted assignees), and NordNet Oy, a corporation organized
and existing under the laws of Finland and having its principal office at
Meritullinkatu 3, 00170 Helsinki, Finland (hereinafter referred to as
"NordNet" which shall include its successors or permitted assignees).
WITNESSETH:
WHEREAS, Fonetel and NordNet desire to provide international
telecommunications services between Sweden and Finland and points beyond, and
WHEREAS, Fonetel and NordNet are permitted to provide such services in Sweden
and Finland, respectively, and
WHEREAS, Fonetel and NordNet are capable of providing international
telecommunications services, and
WHEREAS, Fonetel and NordNet (hereinafter referred to cumulatively as the
"Parties" or singularly as the "Party") have agreed on the terms which shall
govern the services as hereinafter set forth.
NOW, THEREFORE, the Parties, in consideration of the mutual agreements and
promises herein expressed, covenant and agree with each other as follows:
1.0 SERVICES AND RATES
1.1 Fonetel and NordNet will send PSTN and private line telephone traffic
IN CONFIDENCE TO FONETEL AND NORDNET<PAGE>
<PAGE>2
(voice, data, and facsimile) to each other via a dedicated cable circuit
(hereinafter "the circuit") between Helsinki, Finland and Malmo, Sweden to be
established jointly by the Parties. Fonetel will receive traffic sent by
NordNet at its International Switching Center (ISC) in Sweden and provide
switching and termination of the traffic to the destination countries agreed
to and listed in Attachment I and NordNet will receive traffic sent by Fonetel
at its switching facility in Helsinki and provide switching and termination of
the traffic to the destination countries listed in Attachment II.
1.2 The maximum volume that the Parties may send to each other per month
will be established by the Parties later by mutual agreement.
1.3 The technical standards and methods of operation to be applied by the
Parties shall be the customary industry standards conforming to the relevant
CCITT/ITU-T recommendations.
1.4 The Parties shall pay each other for the aforementioned services on
the basis of the destination and duration of the calls at the rates listed in
Attachment I (applicable to calls received by Fonetel from NordNet) and
Attachment II (applicable to calls received by NordNet from Fonetel).
2.0 DIVISION OF RESPONSIBILITY AND EXPENSE FOR IMPLEMENTATION AND
OPERATION OF THE CIRCUIT
2.1 A dedicated telecommunications circuit between NordNet in Helsinki,
Finland and Fonetel in Malmo, Sweden will be established to accommodate the
planned for telephony traffic.
2.2 NordNet shall have responsibility for the Finnish end half-circuit and
Fonetel shall have responsibility for the Swedish end half-circuit for the
individual circuit segments making up the circuit. Each of the parties shall
be responsible, at its own expense, for making the necessary arrangements for
the acquisition of their own respective half-circuits by means of
administrative leases or other arrangement as necessary.
2.3 The amount of capacity to be acquired will be determined jointly by
the Parties at a later date. Each party shall have equal access to the use of
capacity on the circuit but, recognizing the mutual benefit that will be
derived by using the full capacity of the circuit, shall not consider any of
the capacity reserved for either's exclusive use and agree to allocate
capacity on a first need basis. In the event the allocation of the capacity
is significantly unbalanced as a result, the Parties agree to enter into good
faith discussions on determining any compensation that may be due either
Party.
2.4 Each party will be responsible for payment directly for its own half-
circuit.
IN CONFIDENCE TO FONETEL AND NORDNET<PAGE>
<PAGE>3
2.5 Each Party shall, at its own expense, provide the telecommunications
facilities or interconnection facilities located within its respective country
and area of operation as necessary to make the subject circuit ready for
service. However, any compression equipment or special electronics and cards
that may be required to be installed in Fonetel's ISC at Malmo, Sweden in
order to accommodate NordNet's traffic shall be supplied and paid for by
NordNet. Fonetel will, at its own expense, implement the interconnection of
NordNet's traffic from the compression equipment or special electronics to
Fonetel's switching facilities. Likewise, should any compression equipment or
special electronics be required at NordNet's end to accommodate traffic sent
by Fonetel, then it shall be supplied and paid for by Fonetel. NordNet will
likewise, at its own expense, connect such Fonetel equipment or electronics to
its switching facilities.
2.6 NordNet shall route a minimum of one million minutes of traffic to
Fonetel during the term of this Agreement (one year from the service start
date). If NordNet shall have sent traffic of less than one million minutes
for the year, then NordNet shall pay Fonetel the sum equivalent to 3 U.S.
Cents per minute for the shortfall.
2.7 The intent of the Parties is to initiate timely the actions required
to commission the circuit upon signing of this agreement. The target date
agreed to by the Parties for commissioning the circuit is April 1, 1995. The
Parties will make best efforts to achieve this target commissioning date. In
the event that either Party anticipates that achieving the aforementioned
target may be delayed, they shall notify the other immediately of this and the
circumstances relating to the delay, mutually determine the impact to the
project of the expected delay in implementation, and enter into discussions to
establish a new target date and to amend such other terms of this agreement as
may be necessary.
3.0 INVOICING AND PAYMENT
3.1 Charges for calls received and transited will be calculated to the
nearest second applying the rates in Attachments I or II. Standard records of
call details, upon which charges shall be based, will be made and retained by
the Parties and made available to the other Party upon reasonable request.
3.2 The Parties will bill each other for services rendered monthly.
Invoices will be issued on the 10th of the month covering services provided
through the end of the prior month. Invoices will include as a minimum the
following information: date and time of call; number called; country called;
duration of call in minutes; and amount charged per call (based on destination
fee).
3.3 The rates contained in Attachments I and II do not include value added
taxes and any other sales taxes, duties or levies imposed by any authority,
government, or government agency. In the case that a tax, duty, or levy is
due, the respective amount will be added to the invoice and shown separately.
IN CONFIDENCE TO FONETEL AND NORDNET<PAGE>
<PAGE>4
3.4 The rates contained in Attachments I and II are valid for one year
from the service start date. The service start date shall be the date,
mutually agreed to by the Parties, that the service is operational. The
service will be considered to be operational when the circuit is commissioned
and ready to commence servicing of traffic.
3.5 The terms of payment are 45 days NET. A late charge of 1.5 percent
per month will be assessed for late payments.
4.0 EFFECTIVE DATE AND DURATION OF AGREEMENT
4.1 This agreement is effective as of the day signed by the Parties and
shall continue in effect for a period of one year from the service start date
as defined in paragraph 3.4 above.
5.0 EARLY TERMINATION OF THE AGREEMENT
5.1 This agreement may be terminated early as follows:
5.1.1. By either Party in the event of non-receipt of payment of
invoices if payment becomes overdue by more than 30 days.
5.1.2. By either Party in the event that the target commissioning
date referred to in paragraph 2.5 is not met and the Parties, acting in
good faith, are unable to come to agreement on a revised schedule and/or
terms for continuation of the project and the target commissioning date
has been missed by at least 30 days.
5.1.3. In the event that any Party fails to make any payment due
under the Agreement to the other Party, the Party offended shall notify
the offender in writing concerning the failure to make payment as
required by the Agreement. The offending Party shall have 30 days from
the date of receipt of notice to remedy the offense.
5.1.4. Notwithstanding anything to the contrary expressed or implied
elsewhere herein, either Party may terminate this Agreement by notifying
the other Party in writing in the event the other Party fails to make any
payment due under the Agreement to the other Party after having received
written notice of failure to make payment and not having remedied the
failure within 30 days of written notification. Such termination shall
become effective at the end of 30 days after the date of notification of
intent to terminate this Agreement unless the Parties agree otherwise in
writing provided, however, that any monies due to either Party under this
Agreement shall not be affected by any such termination.
IN CONFIDENCE TO FONETEL AND NORDNET<PAGE>
<PAGE>5
5.1.5. Notwithstanding the provisions of paragraph 5.1 above,
this Agreement may be terminated:
5.1.5.1. by either Party immediately upon written notice if
the other Party should become insolvent or files for bankruptcy;
or
5.1.5.2. by either Party immediately upon written notice if
the other party should fail to fulfill any of its obligations
under this Agreement and such failure is not remedied within 30
days from having received a written request for such remedial
action from the first Party; or
5.1.5.3. by either Party immediately upon written notice if
the other Party should fail to fulfill any of its obligations
under this Agreement because the activities under this Agreement
have become illegal as a result of changes in national and/or
international laws, regulations, or official interpretations of
the aforementioned laws and regulations.
6.0 LIABILITY AND QUALITY
6.1 Neither Party shall be liable to the other for any loss or damage
sustained by reason of any failure in or breakdown of the communications
facilities associated with the circuits used in providing the
telecommunications services under this agreement or for any interruption of
service, whatsoever shall be the cause of such failure, breakdown or
interruption and however long it shall last.
6.2 Both Parties shall employ best efforts to restore service in the event
of a failure and will provide repair and maintenance support at their
respective facilities on a 24 hour per day basis.
6.3 In the event that the availability and quality of the service shall
fail to achieve the levels prescribed by the CCITT/ITU-T for international
circuits over any consecutive three month period, the offended Party shall
notify the other in writing. In the event that the offending Party within 30
days fails to remedy the problem and return the service to the service levels
specified by CCITT/ITU-T for circuits of this class, the other Party shall be
entitled to terminate service on 30 days written notice.
6.4 The Parties guarantee to provide toll quality voice channels as
defined by the CCITT/ITU-T suitable for the transmission of voice, facsimile,
and modem traffic.
7.0 FORCE MAJEURE
7.1 No failure or omission by either Party to carry out or observe any of
IN CONFIDENCE TO FONETEL AND NORDNET<PAGE>
<PAGE>6
the terms and conditions of this Agreement shall give rise to any claim
against such Party or be deemed to be a breach of this Agreement if such
failure or omission arises from any cause reasonably beyond the control of
that Party. Neither Party shall be liable to the other Party for any losses
or damages either direct, indirect, consequential, or otherwise sustained by
reason of any failure in or breakdown of the communications systems or
facilities herein provided for, or for any interruption of the service,
whether caused by act of God, insurrection or civil disorder, war or military
operations, national or local emergency, acts of omissions or any government
authority, industrial disputes, fire, lightning, explosion, inclement weather,
or other causes beyond the control of either Party.
8.0 ASSIGNMENT
8.1 This Agreement shall not be assigned or transferred by either party
without the prior written consent of the other party, which shall not be
unreasonably withheld or delayed. Notwithstanding the foregoing, either Party
may, without the other's consent, make an assignment to a successor,
affiliate, subsidiary, or to an entity controlling or under the same control
as such a Party. In the event of any such assignment, the successor shall
undertake in writing to the other the performance and liability for the
obligations, duties, and interests to which it is accountable as a succeeding
party to this Agreement, and the predecessor Party shall thereafter be
relieved of such obligation, duties, and interests except for matters arising
out of events occurring prior to the date of such undertaking.
9.0 GOVERNMENT APPROVALS
9.1 All agreements, covenants, undertakings and obligations herein made or
assumed by the Parties hereto are subject to the obtaining and continuance of
all necessary governmental licenses, consents, permits, authorizations, and
approvals. Each Party shall use its best efforts to obtain and to have
continued in effect such licenses, consents, permits, authorizations, and
approvals.
10.0 CONFIDENTIALLY AND IMPARTIALITY
10.1 All details contained within and connected with this Agreement should
be treated as trade secrets and commercially sensitive. They are exchanged in
good faith and should, under no circumstances, be given to any third party
without prior written consent from the other Party.
10.2 In recognition of the potential for future competition between the
two Parties, and their existing or future subsidiaries and joint ventures, it
is hereby agreed that the Parties will provide the service contracted for
despite the potential for competition and agree to provide service equivalent
to or better than service provided to other customers.
IN CONFIDENCE TO FONETEL AND NORDNET<PAGE>
<PAGE>7
10.3 Since each Party will have access to the other Party's confidential,
sensitive, and/or proprietary information such as financial information,
supply and service information, marketing information, personal information,
and dialing patterns (all of the foregoing are hereinafter referred to as
trade secrets), therefore, each Party agrees to hold in confidence all trade
secrets and not to discuss, communicate or transmit to others or make
unauthorized use of the trade secrets in any manner or business. Furthermore
each Party agrees to take all reasonable action to prevent use or disclosure
of or to protect each others interests in trade secrets in the recognition
that violation of the secrecy will cause the other Party immediate and
irreparable harm.
10.4 Each Party agrees to impose identical or equivalent confidentiality
requirements on any of its suppliers of service regarding services provided to
either of the Parties or its customers.
11.0 AGREEMENT
This Agreement and any of the provisions hereof and annexes hereto may be
amended, modified or amplified only by written agreement signed by duly
authorized persons on behalf of each Party. This Agreement supersedes any and
all other agreements, oral or written, between the Parties with respect to
matters covered by this Agreement.
12.0 GOVERNING LAW AND FORUM
12.1 This Agreement shall be governed by and construed and enforced in
accordance with the laws of Sweden.
12.2 Any dispute which may arise out of or in connection with this
Agreement shall be settled amicably by the Parties, but failing results from
such efforts, shall be finally be settled by arbitration in accordance with
Swedish arbitration law. The place of proceedings shall be Stockholm and the
proceedings shall be conducted in the English language. The award shall be
final and binding upon the Parties.
13.0 NOTICES
13.1 All notices required by this Agreement to be given by either Party to
the other Party shall be in English and shall be delivered to the address
specified in the preamble to this Agreement. Delivery by facsimile and
confirmation by letter will be acceptable for the purposes of fulfilling the
requirements of written notification under the terms of this Agreement.
14.0 MISCELLANEOUS
14.1 The Parties intend for this Agreement to be renegotiated and extended
on an annual basis.
IN CONFIDENCE TO FONETEL AND NORDNET<PAGE>
<PAGE>8
14.2 The titles in the headings of paragraphs are intended for
organization and convenience and do not apply in the interpretation of any of
the Agreement terms.
14.3 Fonetel and NordNet are independent contractors. Neither Party is
the partner nor joint venturer of the other. Nothing in this Agreement is
intended to create a separate and distinct legal entity under the laws of
Finland or Sweden.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their respective officials duly authorized on the day and year
first above written.
NordNet Oy Fonetel Global Communications AB
BY: /s/ Mika Liebkind BY: /s/ Arne Dunhem
----------------------- -------------------------
Mika Liebkind Arne Dunhem
TITLE: President TITLE: President and CEO
DATE:_____________________________ DATE: ______________________________
IN CONFIDENCE TO FONETEL AND NORDNET
<PAGE>
<PAGE>9
FONETEL GLOBAL COMMUNICATIONS AB
RATE SCHEDULE: 24 JANUARY 1995
DESTINATION SDR DESTINATION SDR
Albania ** Costa Rica **
Algeria ** Croatia **
American Samoa ** Cyprus **
Angola ** Czechoslovakia/Slovakia **
Antigua ** Denmark **
Argentina ** Diego Garcia **
Aruba ** Djibouti **
Ascension Island ** Dominica **
Australia ** Dominican Rep. **
Austria ** Ecudaor **
Bahamas ** Egypt **
Bahrain ** Equatorial Guinea **
Barbados ** El Salvador **
Bangladesh ** Estonia **
Belgium ** Ethopia **
Belize ** Falkland Islands **
Benin ** Faeroe Islands **
Bermuda ** Fiji **
Bhutan ** Finland **
Bolivia ** France/Monaco **
Bosnia/Herzegovina ** French Guiana **
Botswana ** French Polynesi **
Brazil ** Gabon **
Brunei ** Gambia **
Bulgaria ** Germany **
Bourkina Fasso ** Ghana **
Burma (Myanmar) ** Gibraltar **
Burundi ** Greece **
Cambodia ** Grenada **
Cameroon ** Guadeloupe **
Canada ** Guam **
Cape Verde Island ** Guatelmala **
Cayman Islands ** Guinea-Bissau **
Central African Rep ** Guinea Republic **
Chad Republic ** Guyana **
Chile ** Haiti **
China ** Honduras **
Christmas Island ** Hong Kong **
Colombia ** Hungary **
Comoros/Mayotte Is. ** India **
Congo Republic ** Indonesia **
Cook Island ** Iraq **
**Confidential Treatment Requested. The redacted material has been separately
filed with the Commission.<PAGE>
<PAGE>10
DESTINATION SDR DESTINATION SDR
Iran ** Netherlands Antilles **
Iceland ** Nepal **
Ireland ** Nicaragua **
Israel ** Niger **
Italy ** Nigeria **
Ivory Coast ** Niue **
Jamaica ** New Caledonia **
Japan ** New Zealand **
Jordan ** Norway **
Kenya ** Oman **
Kiribat ** Pakistan **
Korea, South ** Panama **
Kuwait ** Papua/New Guinea **
Laos ** Paraguay **
Latvia ** Peru **
Lebanon ** Philipines **
Lesotho ** Poland **
Liberia ** Portugal **
Libya ** Qatar **
Lithuania ** Reunion Island **
Luxembourg ** Romania **
Macao ** Russia **
Macedonia ** Rwanda **
Madagascar ** San Marino **
Malawi ** Sao Tome **
Malaysia ** Saudia Arabia **
Maldives Republic ** Senegal **
Mali ** Seychelles **
Malta ** Sierra Leone **
Marshall Islands ** Singapore **
Mauritania ** Solomon Islands **
Mauritius ** South Africa **
Mexico ** Spain **
Micronesia ** Sri Lanka **
Moldavia ** St. Helena **
Montenegro ** St. Pierce **
Mongolia ** St. Vincent **
Morocco ** Sudan **
Mozambique ** Suriname **
Namibia ** Swaziland **
Nauru ** Switzerland **
Netherlands ** Syria **
** Confidential Treatment requested. The redacted material has been separatly
filed with the Commision.
<PAGE>
Taiwan ** United Kingdom **
Tanzania ** USA **
Thailand ** Vanuatu **
Togo ** Venezuela **
Tonga ** Vietnam **
Trinidad/Tobago ** Western Samoa **
Tunisia ** Wallis Islands **
Turkey ** Yemen **
Tuvalu ** Yugoslavia **
Uganda ** Zaire **
Ukraine ** Zambia **
Uruguay ** Zimbabwe **
United Arab Emirates **
** Confidential Treatment requested. The redacted material has been seperatly
filed with the Commision.
<PAGE>
<PAGE>
ATTACHMENT II
DESTINATIONS AND RATES
FOR TRAFFIC SENT BY FONETEL TO NORDNET
The fee stated in SDRs per minute, covers the full cost of switching and
terminating the call in the distination country. Fonetel will have no
financial obligation to the terminal carriet.
COUNTRY SDR/MIN COUNTRY SDR/MIN
Russia **
Estonia **
IN CONFIDENCE TO FONETEL AND NORDNET
** Confidential Treatment requested. The redacted material has been seperatly
filed with the Commision.
<PAGE>
<PAGE>
AMENDMENT NO. 001
TO THE AGREEMENT BETWEEN NORDNET AND FONETEL
DATED JANUARY 25, 1995
The following paragraph is hereby added under Section 3.0, "Invoicing and
Payment":
3.6 Invoices shall be paid in U.S. Dollars unless the Parties otherwise
agree. The amount payable in U.S. Dollars will be calculated by conversion of
the amount determined to be due under section 3.0 in SDRs (the Special Drawing
Rights, whose value relative to the U.S. Dollar and other currencies is
published in major international daily newspapers, like The Financial Times in
London) to U.S. Dollars at the time of invoicing.
AGREED TO FOR:
NordNet Oy Fonetel Global Communications AB
BY: /s/ Mika Liebkind BY: /s/ Arne Dunhem
----------------------- -------------------------
Mika Liebkind Arne Dunhem
TITLE: President TITLE: President and CEO
DATE:_____________________________ DATE: ______________________________
INTERNATIONAL TELEPHONE
SERVICES AGREEMENT
An Agreement made the 15th day of February 1995, between Fonetel Global
Communications AB whose registered office is, Vastergatan 4, S-211 21 Malmo,
Sweden ("Fonetel") of the one part and Belgacom a "societe anonyme" of public
law, whose principal place of business is at Boulevard E. Jacqmain, 151, B-1210
Bruxelles, Belgium of the other part.
1. Type of Service
International Direct Dialing (IDD) Service will initially be provided
between the parties, from the Fonetel network in Sweden to the Belgacom
network in Belgium only. No traffic from Belgium will be returned to
Fonetel whilst operating under a transiting arrangement.
When eventually in the future, a direct connection would be installed
there will be no compensation by Belgium for the traffic received from
Fonetelduring the one-way service period from Fonetel to Belgium in
switched transit through a third country.
2. The direct bothway PSTN service opportunity will be examined when the
traffic level between Belgacom and Fonetel, including the anticipated
return traffic, will have reached an annual volume of 3 millions of paid
minutes.
3. Accounting Rate and its Division
3.1. The accounting rate applicable to the service between the parties
shall be SDR ---- per minute and the terminal fee for BELGACOM
will be:
Belgacom: SDR 0,167/min
3.2. The accounting rate and its division may be amended from time to
time by written agreement between the parties.
4. Accounting Method and Procedure of Settlement
4.1. Accounting method between the parties shall be direct accounting.
4.2. Procedure of settlement between the parties will be in line
with appropriate CCITT recommendations except as the parties
may agree and stipulate otherwise.
5. The in-service date of the service will be 1 December 1994 or such other
date agreed by both parties, subject to the Governmental approvals by each
party, if necessary.
<PAGE>
<PAGE>2
6. Transit carrier for the service between the parties will initially be
Telecom Denmark and may be changed from time to time between the
parties.
Signed for and on behalf of Signed for and on behalf of
BELGACOM FONETEL
"societe anonyme" of public law
/s/ P. Gelin
- -------------------------- ----------------------------------
Name: P. Gelin Name:
Title: Director General Title:
Networks & Services Department
Date:-------------------------- Date: ---------------------------------
INTERNATIONAL TELECOMMUNICATIONS SERVICES
AGREEMENT BETWEEN TELENOR CARRIER SERVICES AS AND
NORDISKA TELE8 AB
An Agreement entered into this 14th day of November 1995, by and between
Telenor Carrier Services AS, a limited liability company organized and
existing under the laws of Norway and having its principal office at
Keysersgt. 13, N-0130 Oslo, Norway and Nordiska Tele8 AB, a company organized
and existing under the laws of Sweden and having its registered office at
Vastergatan 4, S-211 21 Malmo, Sweden collectively referred to as the Parties
and individually referred to as Party.
Whereas Telenor Carrier Services AS and Nordiska Tele8 AB desire jointly to
furnish direct telecommunications services between Norway and Sweden.
NOW THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Establishment of Service
- -------------------------------
The Parties hereto agree to provide and maintain direct telecommunications
services between Norway and Sweden in accordance with the terms and conditions
of this Agreement and its Annexes and agree to use their reasonable endeavors
to establish such telecommunications services on such dates as may be agreed
by the Parties.
2. Services to be Provided
- ------------------------------
The telecommunications services to be established and provided hereunder shall
be agreed between the Parties from time to time and the details thereof shall
be set out in Annexes which shall be attached to this Agreement.
3. Duration
- ---------------
This Agreement shall come into force on the date of signature hereunder of
both Parties and shall remain in force until terminated by one of the Parties,
by not less than 12 months prior notice.
4. Routing of Telecommunications Services and Provision of Facilities
- -------------------------------------------------------------------------
a) The telecommunications services covered by this Agreement shall be
provided by direct circuits between Norway and Sweden and/or switched
circuits via other countries, or a combination of direct and switched
circuits via other countries as the Parties may from time to time
agree.
<PAGE>
<PAGE>2
b) Each Party shall be responsible for the provision, payment and
maintenance of the telecommunications facilities located within the
boundaries of Norway and Sweden necessary to provide service between
the two countries.
c) Each Party shall be responsible for the establishment and payment of
one half of the international telecommunications facilities necessary
to provide said services between Norway and Sweden via a transit
country. For particular services, the Parties may agree on different
allocations of costs than as set out above.
d ) Each Party shall notify the other Party as soon as possible of any
facility failure which will arise, or will be likely to arise, from a
cause within its area of operation and which is expected to result in a
protracted interruption of any or all of the telecommunications
services hereunder described.
5. Technical Standards and Methods of Operation
- --------------------------------------------------
a) The technical standards and methods of operation to be applied and used
by the Parties in the provision of telecommunications services hereunder
shall be agreed by the Parties from time to time. However, unless the
Parties agree otherwise, the Parties shall apply technical standards
which conform to the relevant recommendations of the ITU-T.
b) The Parties will adopt written procedures and working standards to be
implemented by them in respect of order handling, maintenance and other
operational matters in respect of each of the telecommunications
services hereunder.
c) The telecommunication services to be provided will be carried on digital
channels which conform to European standards.
d) For operational purposes, technical and operating personnel will use
English as the working language.
6. Liability, Liquidated Damages
- ------------------------------------
Neither Party shall be liable to the other for any loss or damages, whether
direct or indirect, sustained by reasons of any failure in the services
provided under this Agreement, whatsoever shall be the cause of such failure,
and however long such failure shall last.
7. Authorizations
- ---------------------
All undertakings and obligations assumed hereunder by either Party are subject
to the issuance and continuance of all necessary governmental licenses,
consents, permits, registrations and approvals.<PAGE>
<PAGE>3
8. Notices
- -------------
All notices under this Agreement shall be made in writing and shall be deemed
to have been received four (4) days after the date of mailing unless copy of
the notice is also sent by fax, in which case the notice shall be deemed to
have been received on the date such fax was sent and notice was mailed.
All notices shall be directed as follows:
Nordiska Tele8 AB Telenor Carrier Services AS
Claus B. Nilsson, Int'l Relations Manager Per Wien, Director,
Vatergatan 4, S-211 21 Malmo International Affairs
Sweden P.O. Box 6701 St. Olavs plass
N-0130 Oslo
Norway
9. Entire Agreement
- -----------------------
This Agreement and its Annexes represent the entire understanding between the
Parties in relation to the subject matter hereof and supersede all other
agreements and representations made by either Party, whether oral or written.
This Agreement may only be modified if such modification is in writing and
signed by a duly authorized represtative of each Party hereto. If conflicts
arise between the contents of this Agreement and its Annexes, the wording of
this Agreement shall always be primary and binding.
10. No Waiver
- -----------------
No waiver by either Party of any provision of this Agreement shall be binding
unless expressly confirmed in writing. Further any such waiver shall relate
only to such particular matter, non-compliance or breach as it expressly
relates to and shall not apply to any subsequent or other matter, non-compliance
or breach.
11. Termination
- -------------------
Notwithstanding any other provision of this Agreement, if a Party fails to pay
a net balance due in accordance with the terms of this Agreement, or is
otherwise in material breach of this Agreement, and such default continues for
a period of at least sixty (60) days, the non-breaching Party may, at its
option and after providing thirty (30) days written notice to the defaulting
Party, (a) restrict, suspend or terminate its own participation in the
services covered hereby, and the non-breaching Party shall be released from
its obligations under this agreement until any balance due is paid or until
such material breach is remedied, (b) handle only calls that are billed to its
own customers, retain all the revenues and continue such practice until
payment of any outstanding balance due has been made or other material breach
has been remedied, or (c) terminate this Agreement without surrendering any
<PAGE>
<PAGE>4
right to compensation.
12. Assignment
- ------------------
Neither Party shall transfer or assign its rights or obligations under this
Agreement without the prior written consent of the other Party, provided
however that either Party may assign its rights and obligations under this
Agreement to its subsidiaries, to its parent Company or subsidiaries of the
parent with prior notification to the other Party. No such assignment shall
relieve the assigning Party of its obligations hereunder.
13. Arbitration and Applicable Law
- --------------------------------------
All disputes arising in connection with the present Agreement or further
Agreements resulting thereof, shall be finally settled by arbitration in
accordance with the Rules of the Arbitration Institute of the Oslo Chamber of
Commerce.
14. Force Majeure
No failure or omission by either Party to carry out or observe any of the
terms and conditions of this Agreement shall give rise to any claim against
the Party in question or be deemed a breach of this Agreement if such failure
or omission arises from any cause reasonable beyond the control of the Party.
15. Confidentiality
Any of the information contained in this Agreement and Annexes and Addendums
thereto, or arising thereunder, and which is not in public domain, shall be
treated as strictly confidential and shall not be disclosed to third Parties
unless otherwise agreed, save that such information shall be disclosed if
required by law or any competent regulatory authority.
The provisions of this paragraph shall remain in effect for a period of five
(5) years following the termination of this Agreement unless otherwise agreed
in writing by the Parties hereto.
IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN ENTERED INTO THE DAY AND YEAR
FIRST ABOVE WRITTEN.
Signed for and behalf of Signed for and behalf of
Nordiska Tele8 AB Telenor Carrier Services AS
/s/ Carina Jonasson /s/ Ivar Sliper
- -------------------------- ----------------------------
Carina Jonasson Ivar Sliper
President Managing Director<PAGE>
<PAGE>5
ANNEX A
INTERNATIONAL PUBLIC SWITCHED TELEPHONE SERVICE
Operated by Nordiska Tele8 AB and Telenor Carrier Services AS between Sweden
and Norway.
This Annex is attached to and incorporated into the International
Telecommunications Services Agreement of even date made between Nordiska Tele8
AB and Telenor Carrier Services AS.
1. Definition of type of service
- ------------------------------------
International Public Switched Telephone Service (IPSTN) includes customer
dialed calls.
The types of services may be amended from time to time subject to mutual
agreement of the Parties.
Not all types of services may be operational at the time of initial
implementation of the service.
A separate annex (Annex B) will cover transit working.
2.Collection charges
- --------------------
Charges to the users applicable to this service shall be a national matter to
be determined by each Party.
3. Accounting rates and division of revenues
- ------------------------------------------------
a) The Parties shall settle with each other on the basis of Accounting
Rates or as the Parties may otherwise agree from time to time.
b) The unit of account will be Special Drawing Rights (SDR).
c) The Accounting rates may be adjusted from time to time, subject to
mutual agreement of the Parties to this Agreement.
d) The rates quoted above will apply to all types of service for all time
periods and days of week.
4. Currency of Settlement
- -----------------------------
<PAGE>
<PAGE>6
The currency of settlement chosen by the creditor is:
if Nordiska Tele8 AB is creditor: Swedish Kroner (SEK)
if Telenor Carrier Services AS is creditor: Norwegian Kroner (NOK)
5. Accounting and Method of Settlement
- ------------------------------------------
The accounting and Method of Settlement to be applied and used by the Parties
in the provision of telecommunications services hereunder shall be in
accordance with the International Telecommunications Regulations (WATTC-88)
and appropriate CCITT Blue Book recommendations.
6. Exchange of Information
- ------------------------------
The Parties may exchange information as appropriate to ensure effective
implementation and operation of the service.
7. Duration
- ---------------
This annex shall come into force on the date of signature of the International
Telecommunications Service Agreement and shall continue until terminated by
not less than 12 months prior notice given by either Party to the other. If
the International Telecommunications Services Agreement is terminated then
this Annex shall also be terminated at the same date.
This annex can be replaced by a new one, provided that the annex is approved
by both Parties.
<PAGE>
<PAGE>7
ANNEX B
INTERNATIONAL TELEPHONE TRANSIT SERVICE
This Annex is attached to and incorporated into the International
Telecommunications Service Agreement between Nordiska Tele8 AB and Telenor
Carrier Services AS.
1. Type of Service
- ----------------------
The service offered will be switched transit service for IPSTN between Sweden
or Norway and another country or geographic area which may transit Sweden or
Norway as the Parties may from time to time agree.
2. Periods of service
- -------------------------
The service will be a 24 hour per day continuous facility.
3. Charges for the service
- ------------------------------
Charges for this service will be based upon rates agreed by the Parties to
this agreement. The agreed rates shall be attached to this Annex when agreed.
4. Accounting and revenue settlement
- ----------------------------------------
Transit charges will be remitted to the Party providing the transit service in
accordance with the accounting process described in Annex A. Transit charges
therefore will be identified separately in the monthly accounts.
5. Duration
- ----------------
This annex shall come into force on the date of signature of the International
Telecommunications Service Agreement and shall continue until terminated by
not less than 12 months prior notice by either Party to the other. If the
International Telecommunications Services Agreement is terminated then this
Annex shall also be terminated at the same date.
This annex can be replaced by a new one, provided that the annex is approved
by both Parties.
OPERATING AGREEMENT
BETWEEN
NORDISKA TELE8 AB
AND
PORTUGAL TELECOM
FOR
INTERNATIONAL TELECOMMUNICATIONS SERVICES
THIS AGREEMENT, made and entered into this 1. day of February 1996,
between Nordiska Tele8 AB, a corporation organised and existing under the law
of Sweden and having its principal office at Vastergatan 4, (PO BOX 88), S-201
20 Malmo, Sweden (hereinafter referred to as "Tele8" which expression shall
include its successors), and Portugal Telecom, a corporation organised and
existing under the laws of Portugal and having its principal office at Av.
Fontes Pereira de Melo, 40, 1089 Lisboa, Portugal, (hereinafter referred to as
"Portugal Telecom" which expression shall include its successors),
WITNESSETH:
WHEREAS, Tele8 is providing intenational telecommunications service from, to
and via Sweden, and
WHEREAS, Portugal Telecom is providing international telephone services from,
to and via Portugal, and
WHEREAS, Tele8 and Portugal Telecom propose to provide jointly intenational
telephone services between Sweden and Portugal and points beyond by means of
communications circuit facilities, and
WHEREAS, it is now desired to define the terms and conditions by which such
services will be provided,
NOW, THEREFORE, Tele8 and Portugal Telecom, in consideration of the mutual
covenants herein expressed, covenant and agree with each other as follows:
1. The services to be funished hereunder shall be intenational telephone
service between Sweden and Portugal and points beyond and special value added
telephony services as mutually agreed.
2. Tele8 and Portugal Telecom will operate such number and type of
circuits between Sweden and Portugal by means of the satellite, cable and
radiolink facilities as may be agreed upon from time to time.
3. Tele8 and Portugal Telecom shall each have the responsibility of<PAGE>
<PAGE>2
providing, at its expense, the respective portion of circuits referred to in
paragraph 2 hereof.
4. Tele8 and Portugal Telecom shall each, at its expense, provide the
necessary equipment at the respective gateway exchanges and the national
extension facilities.
5. Each Party shall establish its collection charges for the services
furnished hereunder.
6. The accounting rates and division of revenue derived from the service,
as well as transit service between Tele8 and Portugal Telecom provided by the
Parties shall be according to CCITT Rec. D.300 R and/or D.305 R settlement of
account according to International Telecommunication Regulations (Melbourne
1998), or as the Parties may otherwise agree from time to time and incorporate
in this agreement.
7. Until otherwise agreed between Tele8 and Portugal Telecom, Tele8 will
cascade account via a transit provider.
8. The technical standards and methods of operation for the services to be
furnished hereunder shall be agreed upon by Tele8 and Portugal Telecom and
shall to the greatest possible extent conform to the provisions of the
relevant recommendations of the International Telegraph and Telephone
Consultative Committee (CCITT).
9. In the event of interruption of the services furnished hereunder, the
Parties shall resume the normal working of the service with the least possible
delay.
10. Neither Party shall be liable to the other Party for any loss or
damage sustained by reason of any failure in or breakdown of the
communications systems or facilities herein provided for or for any
interruption of the services, whatsoever shall be the cause of such failure,
breakdown or interruption and however long it shall last.
11. The performance of this agreement is contingent upon the obtaining of
such governmental approvals as may be required by each Party. The Parties
hereto shall use their best efforts to obtain and continue such approvals.
12. This agreement shall not be assigned or transferred by either Party
hereto without written consent of the other Party.
13. This agreement and any of the provisions thereof may be altered or
added to by any other agreement in writing signed by a duly authorised person
on behalf of each Party.
14. This agreement shall become effective on the day and year first above
written and shall continue in effect for an initial period of two years, and
thereafter it shall continue in effect from year to year unless and until
terminated by either Party giving to the other not less than six months'
notice <PAGE>
<PAGE>3
in writing of termination at the end of the initial period of two years or any
subsequent year.
15. Any dispute which might occur in connection with this agreement shall
finally be settled by the rules of Conciliation and Arbitration according to
the International Chamber of Commerce. The proceedings shall be conducted in
the English language. The award shall be final and binding upon the Parties.
16. For all purposes under this agreement, the addresses of the Parties
shall be as follows:
Nordiska Tele8 AB
Vastergatan 4
S-211 21 Malmo
Sweden
Portugal Telecom
Av. Fontes Pereira de Melo, 40
1089 Lisboa
Portugal
IN WITNESS WHEREOF, the Parties have respectively executed this
agreement as of the day and year first above written.
Portugal Telecom Nordiska Tele8 AB
BY: BY:
---------------------------- -------------------------
TITLE: TITLE:
------------------------- -----------------------
Operating Agreement
between
DEUTSCHE TELEKOM AG
and
TELE 8 SWEDEN
This agreement is an operating agreement signed by Deutsche Telekom AG and
Tele 8 SWEDEN and refers to more specific matters to the joint provision of
international PSTN/ISDN service between Deutsche Telekom AG and TELE 8 SWEDEN.
The partners agree on the following principles:
1. The service to be furnished shall be international PSTN/ISDN services,
as
set forth in annex 1 hereto, on a direct basis, between points in
Germany
and points in TELE 8 SWEDEN.
2. Each party shall have the responsibility of providing the respective
half-circuit portion of the international circuit and the necessary
facilities for the implementation of the Service within its operating
territory.
3. The accounting rate between the parties shall be set forth in annex 1.
The method of accounting between the parties shall be determined, and
may
be varied, from time to time by agreement between the parties.
4. Proportionate return of traffic shall be practiced by the parties in the
manner set forth in annex 1 hereto.
5. The technical standards and methods of operation for the Service shall
be
agreed upon by the parties and shall conform to the provisions of the
relevant Recommendations of the International Telegraph and Telephone
Consultative Committee (CCITT).
6. In the event of interruption to the Service, caused by technical or
operational failure, the parties shall make all reasonable endeavors
to resume the normal operation of the Service with the least
practicable delay.
<PAGE>
<PAGE>2
7. This Agreement shall become effective on the date of signature, and
shall continue in effect unless and until terminated by either party
giving to the other not less than six months written notice of
termination; provided, however, that within the first year, either party
-------- -------
may terminate the agreement if major problems resulting in operational
incompatibility cannot be resolved in a reasonable time period.
8. The schedules and annexes to this Agreement form part of the Agreement
and any clause which contains a reference to a schedule or annex shall
be read as if the schedule or annex were set out at length in the body
of the clause itself.
9. Neither party shall transfer or assign its rights or obligations under
this Agreement without the prior written consent of the other party,
which consent shall not be unreasonably withheld, provided however that
either party may assign its rights and obligations under this Agreement
to its subsidiaries, to its parent company or subsidiaries of the
parent with prior notification to the other party. No such assignment
shall relieve the assigning party of its obligations hereunder.
DEUTSCHE TELEKOM AG TELE 8 SWEDEN
By: By:
-------------------------- ---------------------------
Name: Name:
------------------------ ---------------------------
Position: Position:
-------------------- -------------------------<PAGE>
<PAGE>3
ANNEX 1
Arrangements for International PSTN/ISDN Service
- ------------------------------------------------
TELECOMMUNICATIONS SERVICE: INTERNATIONAL PSTN/ISDN
- -------------------------- SERVICEbetween Germany and
TELE8 SWEDEN
This annex is attached to and incorporated into the International
Telecommunications Services Agreement made between Deutsche Telekom AG and
TELE 8 SWEDEN on----------------- 1996.
1. Type of Service
---------------
a) International Direct Dialing (IDD)
b) ISDN
c) The establishment of other services is subject to future
agreements.
2. Establishment of Service
------------------------
a) The parties will work to select and establish the international
facilities as soon as possible. Initially, the parties will
establish 1 x 2 Mbit/s terminated in Frankfurt. Depending on the
traffic development a second 2 Mbit/s Block will be established
in the phase of return traffic establishment. The number of
circuits should be revised from time to time to ensure
satisfactory grade of service.
b) After the facilities have been selected, testing of the signaling
will commence using CCITT No.7 ISUP-Q 767.
c) After successful completion of the testing of signaling on the
circuits, one way traffic, in the direction of TELE 8 SWEDEN
to Germany, shall commence. Initially, the level of traffic
shall be no more than is necessary to assure the proper
functioning of the systems.
d) After the proper functioning of the systems has been
accomplished, TELE 8 SWEDEN shall increase the level of traffic
it sends to Deutsche Telekom AG on a direct basis.
e) At the end of the One Way Term (2-3 months), Deutsche Telekom AG
shall commence sending traffic from Germany to TELE 8 SWEDEN
("Two Way Traffic") in accordance with the principle of
proportional return.
<PAGE>
<PAGE>4
3. Accounting Rates
----------------
a) Procedures of establishment and settlement of international
accounting shall be in line with appropriate ITU Regulations and
CCITT Recommendations except as the parties may agree and
stipulate otherwise in this annex.
b) For terminal traffic, accounts and settlement balances shall be
expressed in SDRs.
c) The accounting rate to be applied between Deutsche Telecom AG
and TELE 8 SWEDEN shall be .........0,15 SDR......... per minute
divided evenly. (0,075/0,075)
d) The accounting rate may be amended from time to time by agreement
between the parties.
4. International Switching Center
DeutscheTelekom AG: Frankfurt/M. (Dusseldorf/Hamburg)
TELE 8 SWEDEN: Malmo
The above International Switching Centers may be changed to others or
other International Switching Centers may be added to supplement as
operationally required.
DEUTSCHE TELEKOM AG TELE 8 SWEDEN
By: By:
-------------------------- ---------------------------
Name: Name:
------------------------ ---------------------------
Position: Position:
-------------------- -------------------------<PAGE>
<PAGE>5
Operating Agreement
between
DEUTSCHE TELEKOM AG
and
TELE 8 SWEDEN
The parties agree on the following:
1 In consideration of the additional one-time costs incurred by
Deutsche Telekom AG as a result of establishing additional circuits for
proportionate return traffic, TELE 8 SWEDEN shall pay Deutsche Telekom
AG the sum of 196 262,- DM.
2. The payment of the additional costs is foreseen by banktransfer and in
two shares:
- the first share becomes due six month after opening the traffic
relation
- the second share after further 12 month.
3. Business opportunities concerning transit arrangements will be
addressed in a supplemental agreement.
DEUTSCHE TELEKOM AG TELE 8 SWEDEN
By: By:
-------------------------- ---------------------------
Name: Name:
------------------------ ---------------------------
Position: Position:
-------------------- -------------------------
OPERATING AGREEMENT
BETWEEN
NORDISKA TELE8 AB
AND
EESTI TELEFON
FOR
INTERNATIONAL TELECOMMUNICATIONS SERVICES
THIS AGREEMENT, made and entered into this 12th day of August 1996,
between Nordiska Tele8 AB, a corporation organised and existing under the law
of Sweden and having its principal office at Vastergatan 4, PO Box 88, S-201
20 Malmo, Sweden (hereinafter referred to as "Tele8" which expression shall
include its successors), and Eesti Telefon, a corporation organised and
existing under the laws of Estonia and having its principal office at
Kreutzwaldi str. 12, EE0100 Tallinn, Estonia (hereinafter referred to as
"Eesti Telefon" which expression shall include its successors),
WITNESSETH:
WHEREAS, Tele8 is providing international telecommunications service from, to
and via Sweden, and
WHEREAS, Eesti Telefon is providing international telephone services from, to
and via Estonia, and
WHEREAS, Tele8 and Eesti Telefon propose to provide jointly international
telephone services between Sweden and Estonia and points beyond by means of
communications circuit facilities, and
WHEREAS, it is now desired to define the terms and conditions by which such
services will be provided
NOW, THEREFORE, Tele8 and Eesti Telefon, in consideration of the mutual
covenants herein expressed, covenant and agree with each other as follows:
1. The services to be furnished hereunder shall be international telephone
service between Sweden and Estonia and points beyond and special value added
telephony services as mutually agreed.
2. Tele8 and Eesti Telefon will operate such number and type of circuits
between Sweden and Estonia by means of the satellite, cable and radiolink
facilities as may be agreed upon from time to time. Annex A will describe
conditions for return traffic between the Parties.<PAGE>
<PAGE>2
3. Until otherwise agreed in Annex A between Tele8 and Eesti Telefon,
Tele8 will cascade account via a transit provider.
4. Tele8 and Eesti Telefon shall each have the responsibility of
providing, at its expense, the respective portion of circuits referred to in
paragraph 2 hereof.
5. Tele8 and Eesti Telefon shall each, at its expense, provide the
necessary equipment at the respective gateway exchanges and the national
extension facilities.
6. Each Party shall establish its collection charges for the services
furnished hereunder.
7. The technical standards and methods of operation for the services to be
furnished hereunder shall be agreed upon by Tele8 and Eesti Telefon and shall
to the greatest possible extent conform to the provisions of the relevant
recommendations of the International Telecommunications Union (ITU).
8. In the event of interruption of the services furnished hereunder, the
Parties shall resume the normal working of the service with the least possible
delay.
9. Neither Party shall be liable to the other Party for any loss or damage
sustained by reason of any failure in or breakdown of the communications
systems or facilities herein provided for or for any interruption of the
services, whatsoever shall be the cause of such failure, breakdown or
interruption and however long it shall last.
10. The performance of this agreement is contingent upon the obtaining of
such governmental approvals as may be required by each Party. The Parties
hereto shall use their best efforts to obtain and continue such approvals.
11. This agreement shall not be assigned or transferred by either Party
hereto without written consent of the other Party.
12. This agreement and any of the provisions thereof may be altered or
added to by any other agreement in writing signed by a duly authorised person
on behalf of each Party.
13. This agreement shall become effective on the day and year first above
written and shall continue in effect for an initial period of two years, and
thereafter it shall continue in effect from year to year unless and until
terminated by either Party giving to the other not less than six months'
notice in writing of termination at the end of the initial period of two years
or any subsequent year.
14. Any dispute which might occur in connection with this agreement shall
finally be settled by arbitration according to Swedish law by the arbitration
law. The place of proceedings shall be Stockholm, and the proceedings shall
be conducted in the English language. The award shall be final and binding
upon the Parties.<PAGE>
<PAGE>3
15. For all purposes under this agreement, the addresses of the Parties
shall be as follows:
Nordiska Tele8 AB
Vastergatan 4
Po Box 88
S-201 20 Malmo
Sweden
Eesti Telefon
Kreutzwaldi str. l2
EE 0100 Tallinn
Estonia
IN WITNESS WHEREOF, the Parties have respectively executed this agreement
as of the day and year first above written.
Eesti Telefon Nordiska Tele8 AB
BY: BY:
-------------------------- -----------------------
NAME: NAME: Carina Jonasson
TITLE: TITLE: President<PAGE>
<PAGE>4
ANNEX A
to
"Operating Agreement between Nordiska Tele8 AB and
Eesti Telefon for International Telecommunications Services"
1. The accounting rates and division of revenue derived from the service,
as well as transit service between Tele8 and Eesti Telefon provided by the
Parties shall be according to ITU Rec.D.300R and/or D.305R. settlement of
account according to International Telecommunication Regulations (Melbourne
1998), or as the Parties may otherwise agree from time to time and incorporate
in this agreement.
2. At present the terminal shares are:
* 0,151 SDR/min to Eesti Telefon
* 0,151 SDR/min to Tele8
3. Return traffic:
to be negotiated later
Eesti Telefon Nordiska Tele8 AB
BY: BY:
-------------------------- -----------------------
NAME: NAME: Carina Jonasson
TITLE: TITLE: President
Memorandum of Understanding
between
TELEKOM SLOVENIJA (TS)
and
NORDISKA TELE8 AB (TELE8)
<PAGE>
<PAGE>2
This Memorandum of Understanding, made and entered into the ------ day of
- ------------- 1996 by and between TELEKOM SLOVENIJA p.o., a corporation
organised and existing under the laws of Republic of Slovenija and having its
principal office at Cigaletova 15, 1000 Ljubljana, Republic of Slovenia
(hereinafter referred to as TS, which expression shall include its successors)
and NORDISKA TELE8 AB, a corporation organised and existing under the laws of
Sweden, and having its principal office at Vastergatan 4, PO Box 88, S-20120
Malmo, Sweden (hereinafter referred to as TELE8, which expression shall
include its successors).
WHEREAS TELEKOM SLOVENIJA p.o. is a telecommunications carrier duly authorised
to provide international telecommunications services to customers in Republic
of Slovenia, and
WHEREAS TELE8 is a telecommunications carrier duly authorised to provide
international telecommunications services to customers in Sweden, and
WHEREAS the Parties jointly desire to furnish telecommunications services
between Republic of Slovenia and Sweden.
Therefore, the Parties hereto agree with each other as follows:
1. The details of the Telecommunications Services provided thereunder
shall be mutually agreed from time to time and shall be set out in the
form of Annexes to this MOU.
2. The routes to be used to provide the Telecommunications Services shall
be cable and/or satellite as may be agreed between the Parties from time
to time.
3. Each Party shall be responsible for providing, at its own expense, the
facilities located within its operating territory and relevant share of
the telecommunications facilities located outside of the respective
operating territories of the Parties used in the provision of
Telecommunications Services.
4. Technical standards and methods of operation to be applied and used by
the Parties in the provision of Telecommunications Services shall be
agreed by the Parties from time to time and shall normally conform to
the relevant recommendations of the ITU-T.
5. Neither Party shall be liable to the other or its subscribers or to
third Parties for any loss or damage sustained by the other, its
interconnecting carrier or its end users, by reason of any failure in or
breakdown of the communication facilities associated with the circuits
used in providing the Services under this MOU or for any interruption or
degradation of service, whatsoever, shall be the cause of such failure,
breakdown, interruption or degradation and however long it shall last.
6. Neither Party shall transfer or assign its rights or obligations under
this MOU without the prior written consent of the other Party, and such
<PAGE>
<PAGE>3
consent shall not be unreasonably withheld.
7. Each Party agrees that all data, of any nature, provided to the other
Party shall be treated as fully confidential and the property of the
other Party unless the originating Party has identified the data as
being non-confidential and shall be used solely for the purpose for
which it is supplied.
8. English shall be the official language used by the business, technical
and operating personnel for establishment and provision of the Services.
9. Any communications by either Party to the other shall be sufficiently
made in writing and delivered by messenger or if sent by registered or
certified post, or by facsimile, original then following by post to the
address hereinafter specified and shall be deemed to have been made to
the other Party on the day on which such communications were delivered
or first received in the case of a facsimile transmission.
10. The performance of these undertakings is subject to such governmental ap
provals as may be required by each Party.
11. This MOU shall continue from the date of signature of both Parties and
until terminated by not less than 6 months' prior written notice given
by either Party to the other. This MOU may be terminated unilaterally
by a Party with the notice of 15 days if one Party breaches any
provisions of this MOU or to the MOU attached Annexes and such breach
remains uncorrected for a period of 30 days, after a request to correct
such breach has been made by the other Party.
12. All disputes arising in connection with this Agreement which cannot be
settled to the mutual satisfaction of both Parties shall be referred to
and settled finally according to the regulations of Arbitration Court
of the International Chamber of Commerce in Vienna; applicable law:
Austrian. Proceeding of the arbitration shall be governed according to
UNCITRAL Rules. All proceedings shall be conducted in English in
presence of at least three (3) arbitrators.
Signed on behalf of Signed on behalf of
TELEKOM SLOVENIJA, p.o. NORDISKA TELE8 AB
/s/ Adolf Zupan
- ---------------------------- --------------------------
Adolf Zupan
Director General
Date: October 30, 1996 Date:November 8, 1996
INTERNATIONAL TELECOMMUNICATION SERVICES AGREEMENT
AN AGREEMENT made the 16th of January, 1997, between Telecom Italia
S.p.A. (hereinafter called TELECOM ITALIA, which expression shall include its
successors and permitted assigns), whose registered office is et Via San
Dalmazzo 15, 10122 Torino, Italy of the one part and Nordiska Tele8,
(hereinafter called Tele8), which expression shall include its successors and
permitted assigns), whose registered office is at Hans Michelsensgatan 6,
S20120 Malmo, Sweden, of the other part.
WHEREAS TELECOM ITALIA and Tele8 (hereinafter collectively called "the
Parties"), desire to furnish telecommunication services between Italy (as
hereinafter defined) and points beyond Italy, and Sweden (as hereinafter
defined) and points beyond Sweden.
NOW THEREFORE IT IS HEREBY AGREED as follows:
1.
In this Agreement, unless the context otherwise requires, "Operating
Territory" in relation to TELECOM ITALIA means Italy and in relation to Tele8
means Sweden.
The Annexes 1 through 2 to the present Agreement (hereinafter called "the
Annexes") are integral part of this Agreement:
Annex 1: Bank Instructions, Telecommunications Accounts;
Annex 2: International Public Switched Telephone Service.
2.
Subject to the terms and conditions contained herein each of the Parties
undertake to establish and provide such telecommunication services between
Italy and points beyond Italy and Sweden and points beyond Sweden as specified
in the Annexes to this Agreement and will establish such telecommunication
services on and with effect from January 16th, 1997.
3.
(a) The routes to be used by each Party to provide the telecommunication
services hereunder shall be such direct circuits as may be agreed between the
Parties from time to time and/or such switched circuits via countries other
than Italy and Sweden or a combination thereof as the Parties may from time to
time deem expedient to maintain the provision of the telecommunication
services in question.
(b) Each Party shall be responsible for the provision and maintenance of, and
payment for, the necessary interconnecting facilities in respect of its
portion of the telecommunication network hereunder located within its
operating territory.<PAGE>
<PAGE>2
(c) Unless otherwise agreed, each Party shall be responsible for the
establishment of, and the payment for, one half of that portion of the
telecommunication facilities necessary to provide the said circuits located
outside the respective operating territories of the parties used in the
provision of the telecommunication services hereunder. Exceptions from this
general clause will be described in the Annexes regarding each particular
service.
(d) Each Party shall notify the other without undue delay of any facility
failure arising or likely to arise from a cause within its operating
territory, which is likely to result in a protracted interruption to the
provision of any or all of the telecommunication services hereunder.
4.
(a) The technical standards and methods of operation to be applied and used by
the Parties in the provision of telecommunication services hereunder shall be
agreed by the Parties in writing. However, unless the Parties otherwise
agree, technical standards will be applied which conform to the relevant ITU-TSB
recommendations.
(b) The Parties will adopt from time to time (as appropriate) written
procedures and working standards to be implemented by them in respect of order
handling, maintenance and other operational matters in respect of each of the
telecommunication services hereunder.
(c) The telecommunication services to be provided hereunder will be carried on
digital channels, which will conform to European standards, between Italy and
Sweden.
5.
Collection rates for the services covered by this Agreement shall be a
national matter to be determined by each Party, subject to appropriate
governmental approvals as necessary.
6.
The accounting rates and division of revenue derived from the services between
Italy and Sweden provided by the Parties shall be those set out in the
relevant Annexes attached to this Agreement or as the Parties may otherwise
agree from time to time and incorporate in this Agreement.
For particular services, the Parties may agree on different allocations of
costs than as set out above, such new allocations being reflected into the
accounting shares.
7. (a) The monthly account shall be sent as promptly as possible and, except
in cases of force majeure, before the end of the second month following that
to which they relate. The Parties can consider the account as accepted if no
<PAGE>
<PAGE>3
query is raised within two calendar months after the receipt of the account
(ITU Melbourne 1988).
(b) The quarterly statement showing the balances of the monthly accounts for
the period to which it relates shall be prepared as soon as possible by the
creditor operator and shall be sent in duplicate to the debtor operator,
which, after verification, shall return one of the copies with its acceptance.
Payment of balances of account shall be effected as promptly as possible, but
in no case later than two calendar months after the day on which the statement
was dispatched by the creditor operator. The balance shall be expressed in
SDR.
(c) For other payments the creditor will choose the relevant currency.
The currency chosen is:
if TELECOM ITALIA is creditor: US Dollars
if TELE8 is creditor: US Dollars.
The conversion of SDR to the chosen currency shall be made by the debtor
operator using the latest conversion rate published by the IMF at the date of
the settlement.
(d) Mailing address for monthly accounts and statements of accounts:
TELECOM ITALIA S.p.A.
Divisione Servizi Internazionali
Traffico e Corrispondenti
P.O. Box AD 2420
00100 Rome
Italy
NORDISKA TELE8 AB
Hans Michelsensgatan, 6
S-20120 Malmo
Sweden
(e) Bank Instruction: see Annex 1 to this Agreement.
(f) No credit allowance shall be made in the monthly notice for uncollected
amounts. Each Party shall be responsible for its own uncollectables. The
accounting procedures for adjustments and refunds shall be in line with ITU-TSB
Rec. D.171.
8.
To ensure effective implementation and operation of the services the Parties
may wish to exchange:
(a) appropriate sales and service implementation plans on an ongoing basis,
(b) information on their respective collection rates and customer pricing as
appropriate,<PAGE>
<PAGE>4
(c) details of the numbering schemes employed to access customers in their
public switched networks in the operating territory and
(d) details of the service position/facilities and how they may be accessed by
the other Party's service position.
Regarding c) and d), the Parties may refer to ITU-TSB Rec. E.141 and E.149.
9.
Neither Party shall be liable to the other for any loss or damage whether
direct or indirect sustained by reason of any failure in or breakdown of the
communication facilities associated with the circuits used in providing the
telecommunication services, whatsoever shall be the cause of such failure,
breakdown or interruption and however long it shall last.
10.
All undertakings and obligations assumed hereunder by either Party are subject
to the issuance and continuance of all necessary governmental licenses,
authorizations, registrations, permissions and approvals.
Both Parties shall keep the other Party informed of restrictions included to
their concession rights related to this Agreement. The Parties hereby confirm
that they will respect and follow the concession rights of the other Party.
The Parties furthermore recognize and fully understand that in a case where
obligations of this agreement and concession rights of one Party are in
contradiction, the Party is not obligated to follow this Agreement.
11.
(a) Any communications by either Party to other shall, unless otherwise
provided herein, be sufficiently made if sent by post (by air mail where
possible), postage paid, or by telegraph, telex or telefax transmission to the
address hereinafter specified and shall, unless otherwise provided herein, be
deemed to ought to have been delivered in due course of postal, telegraphic,
telex or telefax transmission.
(b) Unless otherwise specified by not less than 15 day notice in writing by
the Party in question the address to which communications shall be sent shall
be:
To TELECOM ITALIA:
By mail: TELECOM ITALIA
International Services Division
Viale del Campo Boario, 56 D
00153 Rome (Italy)
By telefax: No + 39 6 5734.3896
In all cases marked: "For the attention of the Director,
Carrier Relations - Northern Europe"
<PAGE>
<PAGE>5
To NORDISKA TELE8 AB
By mail: NORDISKA TELE8AB
Hans Michelsensgatan, 6
P.O. Box 88
S-20120 Malmo (Sweden)
By telefax: No + 46 40 620 0089
In all cases marked: "For the attention of the International
Relations Manager"
12.
Any of this information, which is not in the public domain, will be strictly
confidential and shall not be disclosed to any third party unless otherwise
agreed in writing. Provided that either Party may comply with such filing or
disclosure requirements under any applicable law, rule or regulation or of any
regulatory authority or governmental entity or agency having jurisdiction in
Italy and in Sweden.
13.
The relationship between the Parties hereto shall not be that of partners and
nothing herein contained shall be deemed to constitute a partnership between
them.
14.
This Agreement is drawn in English and the documents, notices and extension
shall be in the same language.
15.
The present Agreement shall enter into force from the date of its signing and
shall have an unlimited period of validity. The supplements and amendments to
be inserted in the Agreement and Annexes shall be mutually agreed by the
Parties. The Parties are entitled to terminate the Agreement by written
notice. After receiving of the written notice the present Agreement shall be
terminated in six (6) months.
<PAGE>
<PAGE>6
IN WITNESS WHEREOF THIS AGREEMENT has been entered into the day and year first
above written.
Signed for and on behalf of Signed for and on behalf of
Telecom Italia S.p.A. Nordiska Tele8
/s/ Giovanni Bonini /s/ Clause B. Nilsson
- ----------------------------- ---------------------------
Giovanni Bonini Claus B. Nilsson
Director International Relations Manager
Carrier Services - Northern Europe
Date: January 16th, 1997 Date: January 16th, 1997
<PAGE>
<PAGE>7
ANNEX 1
TELECOMMUNICATION SERVICES
--------------------------
BANK INSTRUCTIONS, TELECOMMUNICATIONS ACCOUNTS.
This Annex is attached to and incorporated into the International
Telecommunication Services Agreement between Telecom Italia S.p.A. and
Nordiska Tele8.
Payment of balances in favor of Nordiska Tele8 should be effected as follows:
a) Primary Method
By bank transfer to our primary bank connection, for payments in SEK currency
only:
b) Secondary Method
**
By bank transfer or postal checque to our secondary bank connection, for
payments in USD only:
**
Payments of balances in favor of Telecom Italia S.p.A. should be effected as
follows
a) Primary Method
By bank transfer to our primary bank connection, for payments in USD currency
only:
b) Secondary Method
**
By bank transfer to our primary bank connection, for payments in currencies
other than USD:
**
-----------------------------------------------------
IMPORTANT
---------
Any payment should include sufficient reference to
our invoices for proper identification of the payment
------------------------------------------------------
**Confidential Treatment Requested. The redacted material has been separately
filed with the Commission.<PAGE>
<PAGE> 8
ANNEX 2
TELECOMMUNICATION SERVICE
-------------------------
INTERNATIONAL PUBLIC SWITCHED TELEPHONE SERVICE
between Telecom Italia S.p.A. and Nordiska Tele8
SINGLE CARRIER RELATION
EUROPEAN COUNTIES
-----------------
This Annex is attached to and incorporated into the International
Telecommunications Services Agreement made between Telecom Italia S.p.A. and
Nordiska Tele8.
1. Type of Service
a) The service shall be operated by Telecom Italia S.p.A. and Nodiska Tele8
between ** and **. the service to be provided shall be ** between ** and **
known as **. the term ** includes automatically ** and ** calls
This type of service may be amended form time to time subject to mutual
agreement of the Parties.
2) Periods of Service
This service will be a ** hour per day continuous facility.
3) Quality of Service
The Answer to Siezure Ratio (ASR) on the TELECOM ITALIA to Tele8 or TELE8 to
TELECOM ITALIA routes, shall not be lower than ** points of the yearly average
ASR measured with other European carriers. Should this limit be exceeded the
measuring carrier shall be allowed, provided that a 10-day written prior
notice has been addressed to the other Party and it has remained without
effect, not to return traffic to that party. Such conditions shall apply for
as long as such situation remains.
4) Accounting Rate and Division
a) The Unit of Account will be the **
b) The Accounting Rate per minute, will be Telecom Italia share ** and Tele8
share ** with effect form January 16th, 1997. the shares include all the
costs of the routing between ** and **.
**Confidential Treatment Requested. The redacted material has been separately
filed with the Commission<PAGE>
<PAGE>9
6) Duration
Alterations or improvements of this Annex may be subject to negotiations at
any time and enter into force as agreed between the parties independently of
the main Agreement.
Signed for and on behalf of Signed for and on behalf of
Telecom Italia S.p.A. Nordiska Tele8
Giovanni Bonini/S/ Clause B. Nilsson/S/
Giovanni Bonini Claus B. Nilsson
Director International Relations Manager
Carrier Services - Northern Europe
Date: January 16th, 1997 Date: January 16th, 1997
Agreement to Operate International Telecommunications between
CANTV and FaciliCom International
97-CJ-162 / VEMSC - DNI - 13
This agreement to operate international telecommunications service
(hereinafter the Agreement) is by and between the company known as FaciliCom
International LLC, hereinafter FaciliCom a company constituted under the laws
of the United States of America with address at 1401 New York Avenue, N.W.,
8th Floor, Washington, D.C. 20005 USA and represented by Mr. Anand Kumar, in
his capacity as Executive Vice President of Business Development; and the
Compania Anonima Nacional de Telefonos de Venezuela, hereinafter CANTV, a
company constituted and established under the laws of the Republic of
Venezuela with address at Centro Nacional de Telecomunicaciones at Avenida
Libertador, sector Guaicaipuro, Caracas, Venezuela, Apartado Postal 1010-A,
represented by Mr. Manuel Caceres in his capacity as Vice President of
Marketing and Client Services.
Recognizing the nature and legal capacity with which they appear and being in
agreement, the Parties agree:
Whereas,
FaciliCom is a telecommunications company duly authorized to provide
international telecommunications services to clients in the United States of
America.
CANTV is a telecommunications company duly authorized to provide international
telecommunications services to clients in Venezuela and;
In such capacities FaciliCom and CANTV would like to jointly provide
international telecommunications services between the United States of North
America and the territory of Venezuela, for this action and in common
agreement the Parties agree to comply with the standard to which these
services are held and which are included in the following:
Clauses
1. General Matters
Each Party recognizes that the legal dispositions and regulations are
those dictated by the laws of Venezuela except that in express form and
via a modification of this agreement the parties agree to the contrary.
<PAGE>
<PAGE>2
2. Establishment of Services
The Parties agree to maintain and increase telecommunications services
between the United States of America and the Republic of Venezuela such
that the services are highly reliable. Such services will be provided in
conformity with the terms and conditions of this agreement and its
annexes.
FaciliCom's International Telephone Central Office(s) will be used for
access to outgoing telephone traffic from the United States. CANTV's
International Telephone Central Office(s) will be used for incoming
telephone traffic to Venezuela.
Any other service separate from those specified in this contract will be
presented and discussed separately through additional contracts.
3. International Telecommunications Services to be provided
The telecommunications services to be provided will be the following
specified services:
a. Telephone conversation services (Annex 1)
These services can be modified or increased by prior mutual and written
agreement of the Parties.
The monthly traffic will be incoming only from the United States of
America to Venezuela with a minimum monthly amount of 690,000 minutes.
This incoming traffic must show a constant incremental trend for six (6)
months from the date of the activation of the route. If during any month
the traffic is less than 690,000 minutes' that month will not be counted
as part of the six (6) months from the activation of the route and the
route shall remain as incoming traffic only for a period not to exceed 12
months from the date of route activation.
Both companies will carry out their best efforts to such that under no
circumstance will direct Call Back service or reorigination of traffic
from other countries to Venezuela be provided over our facilities. If
CANTV detects that the incoming traffic is for any of these services,
the agreement will be null and void immediately.
Once the clauses established in this contract are met, an International
Telecommunications Operating Agreement will be signed immediately, at
which time FaciliCom will have all the rights and obligations of a
CANTV approved correspondent, and will have, from said time, a direct
relationship of incoming and outgoing traffic to the United States of
America.
<PAGE>
<PAGE>3
4. Settlement Rate, Transit Rate and Division of Revenues Procedure
4.1 The Settlement Rate defined in Annex A for Recommendation D.0000
for ITU's Telecommunications Standardization Sector (hereinafter
SNT)corresponds to a rate fixed by mutual agreement for the
Parties in a given relation for each of the services. As a
consequence we exclude any unilateral decision by any Party to fix
the Settlement Rate.
These rates can be modified by prior mutual agreement and in
writing signed by both parties.
4.2 The settlement rate defined in Annex A at the Recommendation D.000
of the Telecommunications Standardization Sector (SNT) (formerly
CCITT) correspond to a rate fixed unilaterally by each Party and
collected from users or clients in their country for the use of
services which are the subject of this agreement.
4.3 For the duration of this contract, CANTV will receive from
FaciliCom the fifty percent (50%) of the settlement rate
indicated in Annex 1 on the Telephone calling services established
in the present agreement.
5. Routing of Services, Transit Services, and Provision of Facilities
5.1 The routes to be used for providing the services subject of this
Agreement will be direct circuits between the United States and
Venezuela.
5.2 Should it be required, FaciliCom will provide to CANTV the
facilities for transiting traffic received from other countries,
always and when it is previously communicated to the other party.
It will not be allowed to run large volumes of transit traffic
belonging to other countries which correspond with FaciliCom for
indefinite periods of time.
5.3 FaciliCom will be obliged to cover its own costs, the facilities
of circuits located in its operating territory, to be used to
provide the services stipulated in this agreement.
5.4 FaciliCom will provide and maintain the interconnection of
international circuits dedicated to public telephony with the
national telephone network of the United States of America.
5.5 Provision of Facilities
1) For opening the route between CANTV and FaciliCom for
incoming traffic from the United States of America to
Venezuela, CANTV will provide FaciliCom using a facilities
lease arrangement the facilities corresponding to two (2)
<PAGE>
<PAGE>4
half (1/2) E-l circuits (2 half circuits (1/2) of 2.048 Kbps
each)with the north end between the United States and
Venezuela.
The guidelines for charging these circuits is established in
Annex No.1 and will be paid monthly in addition to the
amounts established in Clause 6 of this agreement.
CANTV will provide the corresponding two (2) half (1/2) E-1
circuits (two half (1/2) circuits of 2.048 Kbps [sic]) on
the southern end between the United States of America and
Venezuela, with the intention of establishing complete
international circuits between the two administrations.
In case additional circuit installations are required, this
shall be administered by CANTV and FaciliCom under a lease
arrangement during the duration of the present contract and
will be charged in accord with the existing tariff for such
connections.
2) Each party shall maintain the required interconnection to
the international circuits of the respective national
telecommunications networks within its country or territory.
6. Billing Procedures
6.1 Monthly Accounts
1) CANTV will be obligated to remit monthly to FaciliCom for
the services indicated in Article 3 of this agreement, a
monthly account statement that includes but is not limited
to the following categories: number of calls made by the
clients of FaciliCom; number of minutes and remuneration
for incoming telephone traffic, settlement rate amount
applied the time of issuance of account statement, and the
total remunerations for the shared use and the
installations, shown in US dollars (US$). These invoices
shall be sent to FaciliCom within the first fifteen (15)
days of the month following the one in which the service was
provided.
2) CANTV will prepare a monthly account statement which it will
send in duplicate to the debtor party which will be able to
review and comment on the amount but will not reissue it. In
acceptance of the bill, FaciliCom will return one of the
copies to bill to CANTV.
3) In case of claims regarding monthly accounts, the parties
agree to apply point 6 of the ITU's recommendation number
D.170 of the SNT.
<PAGE>
<PAGE>5
4) An invoice will be considered accepted by FaciliCom if it
does not generate a written objection before thirty (30)
days following the receipt of such bill.
6.2 Payment of Outstanding Invoice Amounts
CANTV will prepare a bill which it will send to FaciliCom
monthly. The amount due will be paid monthly by FaciliCom
within 30 days of receiving the bill.
The appropriate amount will be paid monthly by the owing party
to the owed party within thirty (30) days following the receipt
of the bill.
The payment of amounts not subject to litigation shall not
be delayed to await an agreement over the category
adjustments which are not included in said balance. The
adjustments which shall be subsequently agreed to will be
included in the balance and liquidation of the account status.
The parties agree that the currency of payment is the US dollar.
The parties agree that the payment of the outstanding
amounts shall be made for the total value of such, once
confirmed and accepted by FaciliCom, not allowing partial
payments or installments of the payments. Similarly, the payment
will not be conditioned in any case to the payment that clients
must make for the services provided and shown in the invoices.
Neither of the Parties will claim compensation, will mortgage or
will in any way commit the sums owed by the other Party, as
established in this Agreement, for canceling any debt or
obligation that the other Party could have subscribed in
relation to any other contract, agreement, transaction, or cae,
the parties can reconcile the amounts which indebt them for the
services provided relating to the present Agreement.
The payments from FaciliCom to CANTV shall be done via a wire
transfer to the following:
Banco Mercantil New York Agency
ABA No. 026011426
Beneficiary: CANTV
Account No. 4000-37791
Attention: Mr. Lazro Fernandez
Any change in the bank accounts for payments, or infrequency of
payments, or in currency of payment shall be agreed to previously
in writing.
6.3 Monthly Notifications
<PAGE>
<PAGE>6
1) All notifications, reports, and other communications needed or
authorized by this agreement shall be in writing and will be:
a) delivered personally, b) transmitted by Telex (with a
confirmation letter to be sent immediately after the
transmission), or c) transmitted by facsimile (with a
confirmation of receipt). Except in those cases where it is
stipulated contrary to this agreement, all notifications and
other communications will be considered to be duly delivered
on a) the date received in case it is delivered personally, b)
on the date transmitted with the confirmation if transmitted
by telex, or c) on the transmit date with the receipt
confirmation whichever is first. Notifications should be sent
to the following:
FaciliCom International, LLC
Att. Anand Kumar
Vice President, Business Development
1410 NY Ave., NW 8th Floor
Washington, DC 20005 USA
Tel: 202-664-4400
Fax: 202-664-4409
Compania Anonima Nacional de Telefonos de Venezuela
(CANTV)]
Att. Fransisco Villafana
International Business Division
Apartado 6353
Caracas 1010 A
Venezuela
Tel. 58-2-500-8555
Fax. 58-2-500-3405
If any party changes its address to receive notifications, it will
communicate it to the other within 30 days.
CANTV will not be responsible for FaciliCom's uncollectible debt with
its clients, which shall at no time be reflected in monthly reports to
be deducted from net amounts of incoming minutes. If FaciliCom must
provide credits to its clients for service failures, such credits will
be covered by FaciliCom, and at no time can be discounted from the net
amount to pay CANTV or reflected in its notifications for such
effects.
<PAGE>
<PAGE>7
7. Lack of Payment
Independent of any other provision of this document, if FaciliCom does
not meet its net amount payment or contradicts in any form the same
and such payment delay is extended for a period more than thirty days
(30) after notifying the Party of such noncompliance, CANTV can limit
or suspend the services covered under this agreement until such
amounts are paid and can consider the contract terminated and impose
or apply any other recourse available to it to resolve the lack of
compliance with the present agreement as well as request an interest
for debt administration up to 6% per annum, from the next day
following the expiration of the term established for the payment of
balances, but must previously notify via a definitive claim for
payment.
8. Technical Requirements and Quality of Service
The technical standards and operating methods related to the services
referred to in this agreement and its annexes will be in conformance
with the present and future recommendations of the ITU's
Telecommunications Standards Division (SNT) and which are in effect
(old CCITT). Notwithstanding the above, the parties may agree in
writing to a process other than recommended by the SNT.
8.1 Service Quality
FaciliCom is committed to providing a permanent and reliable service
to the extent possible. In case the direct circuits prove inoperable
or insufficient capacity, FaciliCom commits itself to increasing the
facilities with CANTV, in compliance with what is established in
Clause No. 5.5 of this agreement.
9. Responsibility
CANTV will not be responsible for FaciliCom's losses or damages
resulting or due to: faults, defects, interruptions of other
communications media associated with circuits used for the services
indicated in this agreement, or for any interruption of service,
notwithstanding the cause or the duration.
10. Confidentiality
Each party commits to protect the confidential information it
receives from the other relating to this agreement in the same manner
that it protects its own confidential information of similar
importance. This commitment will not apply to information that is in
the public domain, which is known independently by the receiver or
which law requires be divulged.
<PAGE>
<PAGE>8
It will be maintained strictly confidential and will not be divulged
to third parties especially those which offer The parties recognize
and agree that the confidential information as well as any other sent
by one party to the other is and continue to be the property of such
Party. competitive services in Venezuela. The parties will not
divulge any confidential information they acquire during the course
of their relationship and after concluding this agreement and will
avoid that their employees, designated parties, subcontractors or
agents divulge such information.
11. Marketing
CANTV and FaciliCom each on its own can develop sales material and
promote in any manner the services provided in relation to this
agreement. Notwithstanding, under no conditions will any one Party
use the name, brand, or symbols which identify the other, unless such
permission has been previously authorized in writing. All
advertisements, sales materials, press notes, or other material which
shall be distributed to the public or to communications media in
which any of the parties uses the name of the other and shall receive
written approval in writing from this other Party, previous to the
issuance or distribution.
12. Force Majeure
The parties remain free from responsibility from the inadequate
completion or failure to complete their contractual obligations when
said failure to complete should be the result of force majeure. This
is understood to be unforeseen or inevitable occurrences, after the
adoption of all possible precautions and beyond the good intentions
of the parties, and that occur after the signing of the present
agreement.
In light of these occurrences, the parties will remain free from
responsibility, however, they will make all efforts to reduce and
minimize the effects of the force majeure.
l 3. Resolution of Litigation
The parties commit to meet their obligations in good faith and to
resolve via an amicable negotiation the possible discrepancies or
claims that arise in the execution of the present agreement in
relation to the same or with its noncompliance, rescinding or
invalidity.
If an agreement is not reached within the 60 days following the
receipt of written notification from the other party of
discrepancies, such discrepancies or claims will be resolved
definitively in agreement with the Conciliation Regulation and
Arbitration of the International Chamber of Commerce by one of three
arbitrators named in agreement with this Regulation. The applicable
<PAGE>
<PAGE>9
law shall be Venezuelan law and the place of arbitration shall be
Caracas.
The arbitration process shall take place in Spanish.
The presentation of an arbitration case will not represent non-
compliance of the present contract.
The arbitration costs shall be paid in agreement with the
arbitrator's decision.
The arbitrator's decision shall be definitive and will commit the
parties, which in this agreement renounce all appeal rights. The
arbitrator's decision will apply in conformance with the New York
Convention regarding recognition and execution of Foreign Arbitration
Decisions.
14. Duration and Extension
The present agreement will be valid for 6 months from the activation
of the circuits and which will be automatically extended and continue
in full force and effect as established in point 3 of the present
agreement.
Either Party can declare it terminated with a three month written
notification to the other party at least. In the case where it is
FaciliCom which expresses its desire to terminate this agreement, it
should pay CANTV the amount corresponding to 690,000 monthly minutes,
for the remaining months to complete six (6) months from the date of
route activation.
The payment of the amounts owed from FaciliCom to CANTV as a result
of the present contract, will not be affected by said rescinding.
15. Prior Agreements
The partes agree that the present agreement and its annexes
substitute and leave without validity all the verbal and written
agreements between the parties including any agreements which may
have occurred during the interchange of correspondence, amendments
and modifications to any prior Agreement in force, related to the
subject of this agreement and constitutes the complete agreement
between the parties in that which relates to the subject and content
of the present agreement and in future relations.
16. Final Dispositions
16.1 Amendments<PAGE>
<PAGE>10
This agreement cannot be amended or modified in any manner except
via the signature of the duly authorized representatives of the
Parties.
The Party which considers any modification necessary will make
such request in writing indicated for the reasons justified.
Once the parties have reached an agreement it shall be reduced to
writing and shall be in force from the date of signature.
16.2 Renunciation
No renunciation of any right relating to this Agreement will be
considered effective unless presented in writing and has been
signed by the Party which so does, and no renunciation of any
right resulting from non-compliance or violation of the operations
shall be considered as a renunciation of any future right or any
other right in relation to the present Agreement.
16.3 Division
In case any one of the dispositions of this agreement is or
becomes or is considered annulled, illegal, or unreasonable in any
jurisdiction, said disposition will be considered amended to
comply with the pertinent regulations and will be valid and
required, or if it cannot be modified without altering materially
the intention of the parties, will be affected while the rest of
the agreement will conserve its full force and effect.
16.4 Relation between the Parties
The relation between FaciliCom and CANTV under this agreement
shall be to offer telecommunications services jointly and as
referred to in this present document. Nothing herein shall be
considered to be an association between the companies and the
common businesses between the parties will be limited to the
express statutes of this Agreement.
16.5 Headings
The headings contained in this agreement have been inserted for
convenience only and are not considered part of the agreement or
affect in any way its significance or interpretation.
16.6 Cession
Neither party will cede or transfer this agreement or any of its
rights or obligations to a third party without the express and
written prior consent of the other.
<PAGE>
<PAGE>11
16.7 Language
This agreement has been written in Spanish and will be signed in
2 originals, each being considered an original with the same
legal effect.
The traffic and maintenance personnel will use the Spanish
language for the operational functions.
16.8 Limitation of Rights
It is considered that none of the clauses of this agreement
limit or damage the right of any of the Parties to sign similar
services agreements with other parties.
l6.9 Approvals
This agreement and the execution of the same by the parties is
subject to the reception and renovation of the approvals,
consents, governmental authorizations, licenses and permits
which they need or are required by the parties in the effects of
the present accord, which they shall take action to obtain and
maintain said approvals, consents, authorizations, licenses and
permits.
Such is agreed, the parties to the present agreement have
charged its duly authorized representatives to subscribe two
originals of the present agreement.
<PAGE>
<PAGE>12
For CANTV For FaciliCom
------------------- --------------------
Mr. Manuel Caceres Mr. Anand Kumar
Vice President Marketing Executive Vice President
and Client Services
Date: Date:
<PAGE>
<PAGE>13
Annex One
Agreement for the Operation of International Telecommunications
FaciliCom and CANTV
Telephone Conversation Services
The services to be provided to users shall be the following:
1. Services
l.l Automatic: International Direct Dialed Incoming to Venezuela
2. Service Period
2.1 These services shall be offered for 24 hours a day continuously.
3. Accounting Rate and Distribution of Revenues
3.1 The accounting rate shall be agreed with American carriers by
regulations required by the FCC.
Accounting Rate CANTV FaciliCom
1.00 US$ 50% 0%
This accounting rate will apply to all classes of service, for
all periods and days of the week. The monthly minutes of traffic
notification will be measured based on the accumulation of
conversation minutes.
4. Price of Facilities
Each circuit of 2.048 Kbps (sic) will have a cost of US 19,200 a
month. This cost will be paid by FaciliCom to CANTV from the date of
the activation of the route.
INTERNATIONAL
TELECOMMUNICATIONS
SERVICE
BETWEEN
MATAV Rt - HUNGARY
AND
NORDISKA TELE8 AB - SWEDEN
DRAFT 2.0
<PAGE>
<PAGE>
CONTAINS
INTERNATIONAL TELECOMMUNICATIONS SERVICE AGREEMENT
ANNEX A INTERNATIONAL PUBLIC SWITCHED TELEPHONE SERVICE
ANNEX B PROPORTIONATE RETURNS (PR) PRINCIPLES<PAGE>
<PAGE>
INTERNATIONAL TELECOMMUNICATIONS SERVICE AGREEMENT
An Agreement etered into by and between the NORDISKA TELE8 AB and the MATV Rt.
(Hungarian Telecommunications Company Limited) in the field of
telecommunications (hereinafter, contracting Parties)
The contracting Parties acknowledging the outstanding role of modern
telecommunications in the promotion of comprehension among people and economic
development;
taking into consideration that the Parties are directly interested in the
application and development of new technologies in telecommunications, in
improving the quality of services, as well as in getting mutually acquainted
with the experiences obtained in this field,
guided by wish to improve the relationship between the two countries by
improving the cooperation between two Parties in the field of
telecommunications make the following Service Agreement in the common interest
The aim of this Service Agreement is to establish the basic for a cooperation
in the field of telecommunications between the contracting Parties in order to
ensure the improvement and development of new technologies, services and
facilities.
The activity of cooperation is based on the principle of equality and it must
be favorable for both contracting Parties.
1. The telecommunications services to be established and provided
hereunder shall be agreed between the parties from time to time and the
details thereof shall be set out in annexes which shall be attached to the
Agreement.
2. This Agreement shall come into force on the date of signature hereunder
and shall continue thereafter unless and until terminated by not less than 12
months prior notice.
3. The telecommunications services covered by this Agreement shall be
provided by direct circuits between Sweden and Hungary and/or switched
circuits via other countries, or a combination of direct and switched circuits
via other countries as the contracting Parties may from time to time agree.
Each party shall be responsible for the provision, payment and
maintenance of the telecommunications facilities located within its operating
area necessary to provide service between Sweden and Hungary.
Each party shall be responsible for the establishment and payment of one
half of the international telecommunications facilities necessary to provide
said services between Sweden and Hungary.
<PAGE>
<PAGE>
Each party shall notify the other party as soon as possible of any
facility failure which will arise, or will be likely to arise, from a cause
within its area of operation and which is expected to result in a protracted
interruption of any or all of the telecommunications services hereunder
described.
4. The technical standards and methods of operation to be applied and used
by the parties in the provision of telecommunications services hereunder shall
be agreed by the parties from time to time. However, unless the parties agree
otherwise, the parties shall apply technical standards which conform to the
relevant Recommendations of the ITU-T.
For operational purposes, technical and operating personnel will use
English as the working language.
5. Neither party shall be liable to the other for any loss or damage
whether direct or indirect, sustained by reasons of any failure in the
services provided under this Agreement, whatsoever shall be the cause of such
failure, and however long such failure shall last.
6. All undertakings and obligations assumed hereunder by either party are
subject to the issuance and continuance of all necessary governmental
licenses, consents, permits, registrations and approvals.
7. All notices under this Agreement shall be made in writing and all
notices shall be directed as follows:
NORDISKA TELE8 AB MATAV Rt
Box 88 Partner Providers Business Unit
20120 MALNO Budapest
SWEDEN P.O.B. 110
Fax: +46 40 6200089 H-1550
Hungary
Fax: +36 1 458 0022
8. This Agreement represents the entire understanding between the parties
in relation to the subject matter hereof and supersedes all other agreements
and representations made by either party, whether oral or written and this
Agreement may only be modified if such modification is in writing and signed
by a duly authorized representative of each party hereto.
9. No waiver by either party of any provision of this Agreement shall be
binding unless expressly confirmed in writing. Further any such waiver shall
relate only to such particular matter, non-compliance or breach as it
expressly relates to and shall not apply to any subsequent or other matter,
non-compliance or breach.
<PAGE>
<PAGE>
10. Notwithstanding any other provision of this Agreement, if a party
fails to pay a net balance due in accordance with the terms of this Agreement,
or is otherwise in material breach of this Agreement, and such default
continues for a period of at least sixty (60) days, the non-breaching party
may, at its option and after providing thirty (30) days written notice to the
defaulting party,
(a) restrict, suspend or terminate its own participation in the
services covered hereby, and the non-breaching party shall be released from
its obligations under this agreement until any balance due is paid or until
such other material breach is remedied,
(b) handle only calls that are billed to its own customers, retain all
the revenues, and continue such practice until payment of any outstanding
balance due has been made or other material breach has been remedied, or
(c) terminate this Agreement without surrendering any right to
compensation.
11. Neither party shall transfer or assign its rights or obligations under
this Agreement without the prior written consent of the other party, provided
however that either party may assign its rights and obligations under this
Agreement to its subsidiaries, to its parent Company or subsidiaries of the
parent with prior notification to the other party. No such assignment shall
relieve the assigning party of its obligations hereunder.
12. Any dispute, controversy or claim which may arise out of or in
connection with this Agreement shall be settled amicably by the Parties, but
failing any results after a 3-month period, shall be finally settled under the
Rules of Conciliation and Arbitration of the International Chamber of Commerce
by one or more arbitrators appointed in accordance with the said rules. The
place of proceedings shall be in Brussels and the proceeding shall be
conducted in the English language. The award shall be final and binding upon
the Parties.
13. No failure or omission by either party to carry out or observe any of
the terms and conditions of this Agreement shall give rise to any claim
against the party in question of be deemed a break of this Agreement if such
failure or omission arises from any cause reasonably beyond the control of the
party seeking to rely upon such failure or omission.
14. Any of the information contained in this Agreement and the Annexes or
arising hereunder, and which is not in the public domain, shall be treated as
strictly confidential and shall not be disclosed to third parties unless
otherwise agreed, save that such information shall be disclosed if required by
law or any competent regulatory authority.
The provisions of this paragraph shall remain in effect for a period of five
(5) years following the termination of this Agreement unless otherwise agreed
in writing by the parties hereto.<PAGE>
<PAGE>
Signature
Signed for and on behalf of Signed for and on behalf of
NORDISKA TELE8 AB MATAV Rt
- ---------------------- -------------------- ----------------------
Erika Mesterhazy Tibor Miesinai
Executive Director Deputy Director
Partner Providers Business Unit
Date: Date: Date:
<PAGE>
<PAGE>
ANNEX A
INTERNATIONAL PUBLIC SWITCHED TELEPHONE SERVICE operated by MATAV
Rt and NORDISKA TELE8 AB between Hungary and Sweden
This Annex is attached to and incorporated into the International
Telecommunications Services Agreement of even date made between MATAV Rt and
NORDISKA TELE8 AB
1. The Type of telephone service between Sweden and Hungary are as follows:
International Direct Dialing
These types of services may be amended from time to time subject to mutual
agreement of the Parties.
2. The Collection Charges applicable to this service shall be a national
matter to be determined by each party. Each party shall, subject to
applicable national law, establish the charges to be collected from its
customers.
3. The Accounting Rates shall by mutual agreement establish and revise to
be applied between the contracting Parties taking into account relevant ITU-T.
Recommendations and could be agreed from time to time.
The Monetary Unit of Account will be the Special Drawing Right (SDR) between
the contracting Parties.
4. The Currency of Settlement by the creditor is USDLRS.
5. The Establishment of Account and Settlement of Balance of Account are
as follows:
Each party will provided to the other party a monthly statement of traffic
accounts as promptly as possible after the calendar month to which the account
relates but in not event later than the end of the third calendar month
following the month to which the account relate.
A quarterly settlement statement showing the balances of the monthly accounts
for the period to which it relates shall be prepared as quickly as soon as
possible by the creditor party and sent in duplicate to the debtor party
which, after verification, shall return one of the copies endorsed with its
acceptance.
<PAGE>
<PAGE>
Payment shall be effected as soon as possible but in no case later than two
calendar months after the day on which the settlement is despatched by the
creditor party. Beyond this period, the creditor party may, subject to prior
notification in the form of a final demand for payment, and unless otherwise
agreed, charge interest at a rate up to 6% per annum, calculated from the day
following the date of expire of the said period.
6. The conversion of the SDR balance into currencies of payment shall be
in line with the International Telecommunications Regulations, Geneva 1989.
7. No credit allowance shall be made in the monthly traffic accounts for
uncollected amounts. Each party shall be responsible for its own uncollected
amounts. The accounting procedures for adjustments and refunds shall be in
line with ITU-T. Recommendation D.171.
Settlement procedures shall be in accordance with the International
Telecommunications Regulations (WATTC-88) and appropriate ITU-T
Recommendations. In no event will either party be obligated to settle with
the other party for minutes a party did not actually terminate.
8. This Annex shall come into force on the date of signature hereof and
shall continue until terminated by not less than 12 months prior notice given
by either party to the other.
<PAGE>
<PAGE>
ANNEX B
PROPORTIONATE RETURNS (PR) PRINCIPLES
BETWEEN
MATAV Rt - HUNGARY
AND
NORDISKA TELE8 AB - SWEDEN<PAGE>
<PAGE>
1. Principles
1.1 The fundamental principles governing PR arrangements are that
they should be easy to administer, equitable and applied without bias to
either of the Swedish carriers.
1.2 The Parties accept to restrain from launching into each other's
operational area call-back or other services based on international accounting
rate arbitration, like refile, virtual transit or similar services with
different names whatsoever, unless otherwise agreed by the contracting
Parties.
Any intentional misuse by one Party of the advantage of cooperation provided
by the present Service Agreement can entail a deliberate retort by the other
Party.
2. Traffic Streams
2.1 Swedish carrier market share should be based upon declared paid
minutes sent from Sweden to Hungary by each carrier by direction of account.
2.2. Included in the calculation should by only those traffic streams
which are offered by both Swedish carriers (Appendix 1).
2.3 Transit traffic, that is traffic originating in a third country
and carried via Sweden or via Hungary is excluded from the calculation.
3. Calculation of Market Shares
3.1 Proportionate return traffic should be based on shares of call
attempts. The calculation for the allocation of Sweden destined traffic is
given in Appendix 2.
3.2 The proportion of return traffic to be allocated to each Swedish
carrier for a given return period should reflect actual market shares achieved
during the relevant receive period. This should be calculated on the three
monthly declared paid minute accounts for the previous received period made
available to MATAV Rt by both Swedish carriers by a specified date. In the
event of a delay, MATAV Rt may be advised of the provisional traffic account
by telex or facsimile in order to calculate Swedish carriers' market share.
3.3 The allocated market share for each Swedish carrier should be
reviewed three monthly and adjusted accordingly. Both Swedish carriers should
be notified of the proposed change to the proportion as soon as it has been
calculated, including:
<PAGE>
<PAGE>
- Respective carrier shares for the previous receive period calculated
from declarations.
- What each carrier actually received over the proceeding return
period.
- The percentage shares and bid facility setting for the next period,
in steps of 1%.
- The percentage of traffic adjustment, if any, which was being made
to either carrier over the period to provide for imbalances.
- Achievement against any targeted payback of an agreed imbalance.
4. Retrospective Adjustments
4.1 MATAV Rt should arrange to compensate for any difference in excess
of 1% between proposed percentage shares and actual returned shares if
necessary, by retrospective adjustment of the proportion of return traffic in
terms of the requirements of this agreement.
4.2 Retrospective adjustments will be made where there is a network
failure within the MATAV Rt network which effects one of Swedish carriers.
4.3 Where MATAV Rt is prevented from sending traffic to a Swedish
carrier due to a failure or congestion in the network of that carrier, the
traffic should be sent to the other Swedish carrier, provided that sufficient
capacity exists. In such circumstances the traffic diverted should be
accounted for with the carrier that handled it. No retrospective adjustments
will be made for this type of traffic.
5. Network Arrangements
5.1 The traffic streams to each Swedish carrier should normally be
dimensioned to the ITU-T recommended 1% grade of service. In exceptional
circumstances a Swedish carrier may need to relieve congestion by use of an
agreed temporary alternative routing (TAR). In this eventuality, the traffic
sent via an agreed TAR should be included in the calculation of market share.
5.2 Allocation of traffic to a carrier will be achieved by the use of
a proportionate bid facility (PBF). The PBF will be set quarterly according
to Section 3.
6. Commencement Date/Start-Up Minutes
6.1 Proportionate returns became operational from January 1998.
<PAGE>
<PAGE>
7. Amendments to Document
7.1 The principles herein refereed to together with Appendixes 1 to 3
thereto and any other provisions thereof may be altered or added to by
agreement in writing signed by the duly authorized representatives of the
parties and such supplementary agreement supersedes any and all previous
agreements, either written or verbal, concerning the same subject matters.
8. Annual Review of Operation
8.1 Atfer each twelve month period of operation. MATAV Rt will
produce a report of traffic flows for agreement with both Swedish carriers.
If acceptable, these reports will be signed to signify acceptance that the
operation of proportionate returns has achieved a fair and equitable return to
both Swedish carriers in the manner described in this document.
9. Review of Principles
9.1 These principles should be reviewed as necessary, at least
annually or as agreed between the parties.
10. Term and Termination
10.1 These principles shall become effective on the 1 January 1998
and shall continue in effect for an initial term of one (1) year from that
date and shall automatically be renewed for successive further terms of one
(1) year unless terminated by either party in accordance with the succeeding
paragraphs.
10.2 These principles may be terminated by either party at the end of
the initial term or of any renewal term by giving at least six (6) months
prior written notice to the other party.
10.3 These principles shall terminate on the effective date of such
termination notice. Any amounts due to either party hereunder, but not then
determinable shall be paid by the debtor party to the creditor party within
sixty (60) days of the effective date of the termination.
<PAGE>
<PAGE>
11. Notices
11.1 For all purposes of this document the addresses of the parties
shall be as follows, unless otherwise designated in writing by the parties:
NORDISKA TELE8 AB MATAV Rt
Box 88 Partner Providers Business Unit
20120 MALNO Budapest
SWEDEN P.O.B. 110
Fax: +46 40 6200089 H-1550
Hungary
Fax: +36 1 458 0022
The parties hereto have caused this document to be executed by their
respective authorized officials.
<PAGE>
<PAGE>
Appendix 1
TRAFFIC STREAMS
Traffic streams to be included in this set of proportionate returns principles
are:
1. IDD
Appendix 2
MARKET SHARE CALCULATION
The proposed calculation for the allocation of Swedish designated traffic is:
Rn = Xp 100 Yp
Where "Rn" is the proportion of Hungary originated traffic to be offered to a
specific Swedish carrier in the next return period (ie. the setting for the
PBF).
Where "Xp" is the volume of Hungary destined traffic (paid minutes) originated
by a specific Swedish carrier in the previous receive period.
Where "Yp" is the volume of Hungary destined traffic (paid minutes) originated
in Sweden during the previous receive period.
<PAGE>
<PAGE>
Appendix 3
GLOSSARY
1. Receive period
A three (3) month period used by MATAV Rt to assess Swedish carrier market
share as specified in the Proportionate Return principles.
2. Return period
A three month period during which the MATAV Rt network is arranged to return
traffic in accordance with the proportions of market share.
A return period will start three months after the end of the relevant receive
period, e.g.
MONTH
Month 1 2 3 4 5 6 7 8 9 10 11 12
Receive A A A B B B C C C D D D
Return A A A B B B
Month 13 14 15 16 17 18 19 20 21 22 23 24
Receive E E E F F F G G G H H H
Return C C C D D D E E E F F F
This will allow adequate time for the receipt of account declaration from the
Swedish carriers and for any required modification to the network.
Agreement on Joint Traffic
between
Tele Denmark A/S
and
Nordiska Tele8
<PAGE>
<PAGE>2
18 December 1997
Contents
1. PREAMBLE 3
2. DEFINITIONS 3
3. BASIC JOINT TRAFFIC SERVICES 7
3.1 JOINT TRAFFIC SERVICES OFFERED 7
3.2 JOINT TRAFFIC POINTS, ETC. 8
3.3 ORDERING, SETTING UP AND OPERATION 8
3.4 PRICES 8
3.5 DEBITABLE TIME 9
4. TRANSMISSION CAPACITY 9
5. SIGNAL SYSTEM NO. 7 9
6. OTHER NETWORK SERVICES 9
7. OTHER SERVICES 9
8. TRAFFIC WITHOUT CONTRACTUAL COVER 9
9. REGISTRATION AND SETTLEMENT 10
10. PLEADING OF SECURITY 10
11. TECHNICAL SPECIFICATIONS 10
12. A NUMBER TRANSFER AND PRESENTATION 11
13. IMPLEMENTATION OF NUMBER PLAN, ETC. 11
14. OPERATION AND MAINTENANCE 11
15. CONFIDENTIALITY 11
16. DUTY OF DISCLOSURE/INTELLECTUAL PROPERTY RIGHTS 12
17. LIABILITY AND FORCE MAJEURE 12
18. ASSIGNMENT OF RIGHTS TO A THIRD PARTY 13
19. EQUALITY CLAUSE 13
20. AMENDMENT OF THE AGREEMENT 13
21. DATE OF COMMENCEMENT AND NOTICE OF TERMINATION 14
22. DISPUTES AND SETTLEMENT 14
APPENDICES 15
Agreement Tele8 Page 2 of 14
<PAGE>
<PAGE>3
18 December 1997
1. Preamble
WHEREAS, in pursuance of the Danish Act on competitive conditions and joint
traffic in the telecommunications sector, as amended by Danish Act no.391 of
10 June 1997,
Nordiska Tele8, P.O. Box 88, S-201 20 Malmo, Sweden
(hereinafter called the Operator)
has requested
Tele Denmark A/S, Kannikegade 16, 8000 Arhus C, Denmark
(hereinafter called TDK)
to enter into an agreement on the interconnection of TDK's and the Operator's
telephone networks and on the leasing of transmission capacity on special
terms and conditions.
And, WHEREAS, in pursuance of the above Act, TDK has granted the request, NOW,
THEREFORE, the parties have entered into the following agreement.
To the extent to which the present Agreement comprises services, obligations,
etc. which are not covered by the concept of "joint traffic" in accordance
with the Danish Act on competitive conditions and joint traffic in the
telecommunications sector, as amended by Danish Act no.391 of 10 June 1997,
the joint traffic regulation in force from time to time may only be invoked
for the services governed by said regulation.
2. Definitions
Unless otherwise stipulated in the present Agreement, the definitions stated
below shall apply:
"A subscriber" the terminal making the call
"access connection" access connection is a route between an
address at the Operator and the local
exchange/repeated station of this address at
Tele Denmark
"access service" a service which gives a party access to offer
his services to customers which are connected
to the other party's network via the network
connection
Agreement Tele8 Page 3 of 14
<PAGE>
<PAGE>4
18 December 1997
"settlement information" the following information about calls from
customers in the relevant settlement period:
a) the A subscriber's telephone number
b) the B subscriber's telephone number
c) the duration of the call in minutes and
seconds used from B reply to
disconnection
d) date and time of B reply
e) as agreed between the parties, any
special charges in connection with the
call.
"rejection" the frequency with which an attempted call is
rejected or blocked in the parties' networks
"working day" defined as Monday to Friday, inclusive,
except for Danish Bank Holidays, Christmas
Eve, New Year's Day and the Danish
Constitution Day
"B subscriber" the terminal to which the A subscriber makes a
call
"basic joint traffic services where a party makes connection
services" a joint traffic point and another joint
traffic point or a customer available to the
other party's supply of services
"basic services" basic carrier services, services and
facilities which can be used to provide
telecommunications services to end users
"B reply" a return signal regarding a central line
(joint traffic connection) which is sent from
the exchange and which indicates that the B
subscriber has answered the call
"CLI" transfer of information about the A
subscriber's number
"CLIR" marking which indicates that the transferred A
number must not be passed on to the B
subscriber in any form
Agreement Tele8 Page 4 of 14
<PAGE>
<PAGE>5
18 December 1997
"the present Agreement" the present Agreement with all Appendices and
riders approved in writing by both parties
"force majeure" all circumstances beyond the control of a
party including (but not limited to) acts of
God, hard winters, insurrection or civil
unrest, war or military operations, national
and local emergency situations, Government
actions or omissions, fire, lightening,
explosions and strikes or lockouts
"confidential information" know-how, ideas, notions, concepts,
technology, manufacturing processes, business,
market and trade knowledge of a confidential
nature (be it in intangible or tangible form)
which concern or have been developed in
connection with or for use for the parties'
respective business in accordance with the
present Agreement, but information which is or
becomes available to the public in some other
way than by one of the parties' breach of his
contractual obligations shall not be included
"general joint traffic" joint traffic through the general joint
traffic exchanges designated by TDK, cf.
Appendix C
"intellectual property inventions, patents, designs, copyrights,
rights" trademarks, patterns, business marks, logos
and technical equipment, know-how and business
secrets and all other rights and interests
which are protected by law whether they are
registered or not
"joint traffic charges charges which are settled for each call in
per call" connection with B reply
"circuit-switched a network in which the information is
networks" transferred between subscribers via circuits
which can be made available to the subscribers
on request and in which information can be
sent as required as long as the connection
exists
"local joint traffic" joint traffic to customers under the operating
system to which the interconnect connection
used is connected
"mobile networks" networks which are based on terminals without
geographical affiliation
Agreement Tele8 Page 5 of 14
<PAGE>
<PAGE>6
18 December 1997
"disconnection" disconnection of the connection between A
subscriber and B subscriber (clear forward
signal), cf. CCITT rec. D150 of 1988
"networks" mean a circuit-switched telephony network in
the present Agreement
"joint traffic connection between the parties' networks
connections"
"joint traffic area" an area in TDK's fixed telephone network which
is operated by a couple of general joint
traffic exchanges. The areas can be
demarcated on the basis of the first digit in
TDK's geographical numbering plan as 3, 4, 5,
(6-7) and (8-9). The term only refers to
general joint traffic.
"joint traffic point" a point in one of the parties' networks where
there is access to exchange joint traffic
"termination service" is a service under which one of the parties
terminates a call which originates from or
through the other party's network
"total breakdown" breakdown of operations in the networks or
connections of TDK and the Operator,
respectively, which prevents communication
between the geographical areas affected
"transit service" is a service where one of the parties
transfers a call from the other party to a
third party's network
"transmission capacity" shares of the capacity in one of the parties'
transmission networks
"transport connection" a route between two of the exchange/repeater
stations of TDK
Agreement Tele8 Page 6 of 14
<PAGE>
<PAGE>7
18 December 1997
Joint Traffic, Specific Part
3. Basic Joint Traffic Services
3.1 Joint Traffic Services Offered
TDK will offer the following basic joint traffic services:
a) Termination of traffic from the Operator's network in TDK's network
b) Termination of traffic from the Operator's network in other Danish
fixed networks via TDK's network
c) Termination of traffic from the Operator's network in foreign networks
via TDK's network
d) Access for Operators to traffic from TDK's network or via TDK's network
e) Transit through TDK's network to other operators' network in Denmark
f) Termination of traffic from the Operator's network in mobile network
via TDK's network
In accordance with a separate agreement, the Operator may offer the following
basic joint traffic services:
g) Termination of traffic from TDK's network in the Operator's fixed
network
h) Termination of traffic from TDK's network in other Danish networks via
the Operator's network
i) Termination of traffic from TDK's network in foreign networks via the
Operator's network
j) Access for TDK to traffic from the Operator's network
k) Transit through the Operator's network to other operators' networks in
Denmark
l) Termination of traffic from TDK's network in the Operator's mobile
network
Commissioning of the above services shall require special ordering. However,
this shall not apply to joint traffic services which have been ordered in
accordance with the existing Interconnect Agreement at the time at which the
present Agreement enters into force.
Agreement Tele8 Page 7 of 14
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18 December 1997
In connection with the termination services, the receiving operation will not
debit his customer (B subscriber) except for what he may debit for incoming
calls from his own network.
In connection with the access services, the sending operator will not debit
the A subscriber for such services. Any supplementary services may be debited
at non-discriminatory rates.
3.2 Joint Traffic Points, Etc.
TDK's network is divided up into five joint traffic areas with at least two
joint traffic points in each area as stated in Appendix C. These joint
traffic points may be used by the Operator for joint traffic in general
(general joint traffic).
In addition, TDK offers to set up joint traffic points on digital subscriber
exchanges for use in termination to or access to traffic from customers
connected to the exchange in question (local joint traffic).
3.3 Ordering, Setting Up and Operation
Following the placing of an order from the Operator, TDK shall set up or
change joint traffic points in TDK's network. The time of delivery and the
price for setting up and operating joint traffic points are specified in
Appendix C.
TDK shall be under an obligation to extend TDK's network in line with the
capacity ordered by the Operator and the traffic forecasts provided by the
Operator. Joint traffic will meet the same rejection in TDK's network as
other traffic, including TDK's own traffic, for which a rejection rate target
of 2% during peak time has bee set. Joint traffic will meet the same
rejection in the Operator's network as other traffic, including the Operator's
own traffic, for which a rejection rate target of 2% during peak time has been
set.
Unless otherwise agreed in writing, the joint traffic capacity at the general
joint traffic points shall be distributed equally between the two joint
traffic points in a joint traffic area.
If the joint traffic volume for a connected joint traffic area is below 1.7
million minutes per 30 group (2 Mbit/s system), calculated as an average over
all 30 groups for general joint traffic points in a joint traffic area, the
Operator shall pay a price for the short volume equivalent to 60% of the peak
charge for termination of traffic in the joint traffic area. The joint
traffic volume will be stated per calendar year; extensions of the joint
traffic capacity will be charged on a pro rata basis.
An equivalent minimum requirement will not be fixed for local joint traffic.
Agreement Tele8 Page 8 of 14
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18 December 1997
3.4 Prices
Prices for basic joint traffic services are stated in Appendix A. Either of
the parties may, at minimum two (2) months' notice to a new quarter, raise of
lower their prices for the basic joint traffic services and other network
services which they each offer to the other party.
3.5 Debitable Time
Debitable calls are those for which a B reply is sent/received. The debitable
time is conversation time in accordance with Section 1.2.2 of CCITT
recommendation D.150 of 1988.
The total debitable time for a joint traffic service shall be stated every
calendar month as a total of the debitable time in seconds for all calls
regarding the service in question rounded to whole minutes.
Unless otherwise agreed, the Operator may only send the tone signals
"engaged," "ringing," "block" and "error" or directly equivalent voice
messages without first sending a B reply.
4. Transmission Capacity
Following an order from the Operator, TDK shall make transmission capacity and
other transmission services available in accordance with the specifications,
procedures and terms and conditions laid down in Appendix E.
5. Signal System No. 7
Tele Denmark shall offer the Operator access to use the company's SS7 network.
The terms and conditions and rates are stated in Appendix J.
6. Other Network Services
Either party shall offer the other party access to supplementary network
services in accordance with the specifications and terms and conditions laid
down in Appendix B.
7. Other Services
TDK will enter the Operator's customers in telephone directories and number
base and keep such entries up to date. The prices and terms for this shall be
agreed separately.
TDK will offer the Operator billing on separate invoices in accordance with
separately fixed terms and conditions where technically possible.
Agreement Tele8 Page 9 of 14
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18 December 1997
8. Traffic without Contractual Cover
The sending party shall be under an obligation to ensure that joint traffic
services which have not been ordered are blocked. The receiving party may
choose to block the traffic relations in question or settle the traffic at
customer prices.
9. Registration and Settlement
Each party shall provide the other party with settlement information about
traffic which originates from the party in question's own network.
Settlement between the parties shall take place on the basis of itemised
invoices with a statement of the services which are debited.
Charges for basic joint traffic services shall be paid quarterly in arrears on
the basis of the settlement periods, which end at midnight on the last day of
a calendar quarter. The parties shall issue an invoice before the end of the
following month. Due amounts shall subsequently be paid before the end of the
second month after the calendar quarter in question.
Charges for services shall be paid at the latest thirty (30) days from the end
of the month in which an invoice is issued.
Irrespective of any disagreement between the parties about an invoiced amount,
the invoice amount shall be paid in full if the amount in dispute amounts to
less than 5% of the total invoice amount. Payment in accordance with the
above shall have no prejudicial effect. All amounts in the present Agreement
are quoted in Danish kroner exclusive of VAT.
Each party shall be responsible for the collection from his own customers.
For use in connection with collection from the customers, the parties shall,
moreover, make available any information about joint traffic which may
reasonably be requested.
10. Pleading of Security
Tele Denmark shall be entitled to demand an irrevocable guarantee payable on
demand from a bank approved by Tele Denmark, a parent company guarantee or
equivalent security for services ordered by the Operator. For traffic, Tele
Denmark may solely demand a guarantee for the traffic forecast in two
quarters.
11. Technical Specifications
Principles for routing calls and delivery of calls between the parties'
networks have been laid down in Appendix F.
Agreement Tele8 Page 10 of 14
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18 December 1997
12. A Number Transfer and Presentation
The parties shall transfer the A number (CLI) for all subscribers insofar as
possible. No separate fee will be paid for this. The parties shall always
respect CLIR marking of numbers so that CLIR-marked numbers are solely used
for debiting, settlement and statistics in connection with the parties' supply
of telephony services or, in accordance with agreement, for the provision of
supplementary services, but they must never be passed on technically or in
other way to B subscribers. If it is documented that a party is repeatedly in
breach of this confidentiality, the other party shall be entitled to
disconnect the transfer of A numbers at twenty-four (24) hours' notice until
there is adequate security against a repeat of the breach.
13. Implementation of Number Plan, Etc.
Both parties shall be entitled to demand that costs incurred for the
implementation and change of a prefix, number plan, etc. be covered by the
party on whose behalf the change is made. Prices and terms and conditions for
the implementation of number changes are stated in Appendix C.
14. Operation and Maintenance
Guidelines for the technical and operational quality as well as the parties'
cooperation in connection with operational disruptions, etc., are governed by
Appendix D.
General Conditions
15. Confidentiality
Subject to the reservations below, the parties shall be under an obligation to
ensure the maintenance of secrecy of all information received from the other
party and declared to be confidential by him.
Exempt from this shall be information which:
- - has come to the knowledge of the receiving party in an independent manner,
or
- - is or becomes accessible to the public in some other way than by breach of
the duty of confidentiality.
The parties shall be under an obligation to provide information to the public
authorities to comply with statutory obligations or with a view to
safeguarding their lawful interests. Upon the provision of information, the
party in question shall be under an obligation to make such disclosure subject
Agreement Tele8 Page 11 of 14
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18 December 1997
to confidentiality to the greatest possible extent and shall forward a copy of
the information disclosed to the other party.
Confidential information may only be used for the purposed which was the
reason for the disclosure and/or to make it possible to meet the parties'
obligations in accordance with the present Agreement.
Confidential information must not be disclosed internally among the parties to
other parties than those who require the information in connection with the
performance of their duties in accordance with the present Agreement.
The provisions on confidentiality shall apply for five (5) years from the
termination or expiry of the present Agreement. TDK shall be under an
obligation not to provide Tele Denmark Mobil with any information whatsoever
without prior written agreement with Mobilix.
Nothing in the present Agreement shall limit the application of Section 3(6)
of the Danish Act on competitive conditions and joint traffic in the
telecommunications sector.
The parties agree that TDK will submit the Agreement to the Danish
Telecommunications Agency on behalf of both parties.
16. Duty of Disclosure/Intellectual Property Rights
The parties shall supply each other with all technical information covered by
the parties' present and future intellectual property rights solely against
payment of the costs connected with such supply provided that such information
is necessary to ensure the correct performance of the present Agreement, and
the parties shall, on the same condition and on the same terms, grant each
other a right to use their intellectual property rights, including their own
version and modifications of SS7 signalling.
17. Liability and Force Majeure
The parties shall perform their contractual duties with the due care and
competence which can be expected of a competent telecommunications operator.
Each of the parties shall be liable to pay damages to the other party in
accordance with the general provisions of Danish law, cf., however, the
limitations stipulated below. Neither of the parties shall be liable for any
indirect loss incurred by the other party, including operating loss and loss
of profits, or for claims made by a third party.
Neither of the parties shall be liable to the other party for any non-
performance or non-compliance with a provision in the present Agreement which
is due to force majeure. Force majeure may only be claimed if a party
notifies the other party without delay of the reason, the expected extent and
Agreement Tele8 Page 12 of 14
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18 December 1997
the expected duration of his inability to perform his obligations. Upon the
cessation or change of the force majeure, the party which has been affected by
the force majeure shall immediately notify the other party. In the event of
one of the parties only being partly prevented from meeting his obligations,
except for liabilities to pay, due to force majeure, the party in question
shall be under an obligation to divide his unaffected deliveries equally
between the other party and other customers.
18. Assignment of Rights to a Third Party
Neither of the parties may assign rights or obligations in accordance with the
present Agreement to a third party without the other party's written consent.
However, either of the parties shall be entitled to assign his rights and
obligations in accordance with the present Agreement to another company within
the same group, provided that any relevant licences and permits are
transferred to the assignee and that the assignee takes over all obligations
and liabilities in accordance with the present Agreement from the assignor.
19. Equality Clause
TDK states that before the conclusion of the present Agreement, the agreements
listed in Appendix H on joint traffic in pursuance of sec. 2(2) of the Danish
Act on competitive conditions and joint traffic in the telecommunications
sector have been entered into. TDK shall be under an obligation to forward
any such future agreements or amendments to agreements to the Operator to the
extent to which they are made public. At the request of the Operator within
one (1) month from the forwarding of an agreement with significantly amended
terms and conditions, TDK shall be under an obligation, in accordance with
sec. 2(2), to offer the terms and conditions of the agreement to the Operator
with commencement from the same date as the date of commencement of the
forwarded agreement.
20. Amendment of the Agreement
Either party shall be entitled to demand a renegotiation of the Agreement if
the basis for the Agreement has changed considerably or if there is some other
reasonable ground for this. Such renegotiation shall be commenced not later
than two (2) months from when the demand was made. Such a demand shall not
result in a termination of joint traffic, and the terms and conditions of the
Agreement shall apply unamended, unless otherwise agreed, until a new
agreement has been entered into between the parties or by application of
Clause 22.
Either party shall be entitled to demand renegotiation of prices in the
present Agreement once per annum. Any changes in prices shall not entail any
other amendments to the Agreement.
21. Date of Commencement and Notice of Termination
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18 December 1997
Unless otherwise agreed, the date of commencement of the present Agreement
shall be 1 January 1998. The Agreement shall remain in force until notice of
termination is given in accordance with the below provisions.
Either party shall be entitled to terminate the Agreement in writing with
immediate effect if:
- - the other party fails to pay due amounts following a reminder which states
the final time for payment and which states that failure to meet the time
for payment may result in termination of joint traffic,
- - the other party suspends his payments, enters into liquidation or becomes
insolvent,
- - the other party is in breach of a material contractual obligation and fails
to remedy such breach within thirty (30) days from receipt of notice
specifying the breach and demanding remedial action or if the breach
concerns a disruption of the function of the network, and the other party
fails to remedy this without undue delay,
- - the other party has been affected by force majeure of a duration which
exceeds six (6) months.
Either of the parties shall be entitled to terminate the Agreement at one (1)
year's notice from time to time.
22. Disputes and Settlement
The present Agreement shall be governed and construed in accordance with
Danish law.
The parties shall be under an obligation to attempt to settle any disputes
amicably by negotiation if at all possible, including any disagreements on the
construction of the Agreement. In the event of a failure to reach an
agreement, any dispute between the parties arising out of or in connection
with the present Agreement shall be settled by arbitration in accordance with
the Rules on the hearing of cases by the Danish Institute of Arbitration
(Copenhagen Arbitration).
The above shall not limit the parties' rights to bring questions regarding the
construction and application of the present Agreement before administrative
public authorities in accordance with existing law.
- ---------------- -------------------------------------------
For Tele Denmark For the Operator
Agreement Tele8 Page 14 of 14
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18 December 1997
Appendix A Prices for Basic Joint Traffic Services
1. General Conditions
The present Appendix covers the charges for joint traffic between TDK's and
the Operator's basic joint traffic services.
The following general principles apply:
- - All the stated joint traffic charges are exclusive of VAT
- - The joint traffic charges stated in minutes are payable in accordance with
real time debiting form B reply to disconnection.
- - The joint traffic charges stated per call are payable upon B reply and are
known as a call charge.
- - the peak rate is Monday to Saturday 8:00 - 19:30. The period outside these
hours is called the off-peak rate period.
2. Basic Services between TDK's Customers and the Operator's Customers
a) Termination of Traffic from the operator's network in TDK's network
*
B) Termination of traffic form the Operator's network in other Danish fixed
networks via TDK's network
*
C) Termination of traffic from the Operator's network in foreign networks via
TDK's network
*
D) Access for the Operator to traffic from TDK's network or via TDK's network
*
E) Termination of traffic from the Operator's network in mobile network via
TDK's network
*
G) Termination of Traffic from the Operator's fixed network
*
H) Termination of traffic from TDK's network in other Danish networks via the
Operator's network
*
I) Termination of traffic from TDK's network in foreign networks via the
Operator's network
*
J) Access for TDK to traffic from the Operator's mobile network
*
Appendix A Tele8 Page 1 of 2
*Confidential Treatment Requested. The redacted material has been separately
filed with the Commission.<PAGE>
<PAGE>16
18 December 1997
K) Transmit through the Operator's network to other operator's networks in
Denmark
*
L) Termination of traffic from TDK's network in the Operator's mobile network
*
4 Joint Rates
*
Appendix A Tele8 Page 1 of 2
*Confidential Treatment Requested. The redacted material has been separately
filed with the Commission.
