EXHIBIT 4.21
ADDITIONAL CLAUSE TO TECHNICAL CAPACITY
AND MANAGEMENT TRANSFER AGREEMENT
A. INTRODUCTION
Subsequently to the signature of this agreement, certain facts have
occurred which, in the discretion of the parties, need to be documented.
Furthermore, it is the desire of the parties to define the scope and
meaning of some provisions contained in this contract, so that it will be
properly construed in accordance with the intention of the parties at the
time of its signature. Therefore, this additional clause is being signed.
B. FACTS.- Facts occurred are as follows:
By public deed dated December 31, 1994, the merger by takeover of Entel
Peru S. A. by Compania Peruana de Telefonos S. A. took place, and the
company reorganization provided for in article 8 of the contract was
carried out.
On January 21, 1995, the Special General Meeting of Shareholders agreed
to change the firm's name from COMPANIA PERUANA DE TELEFONOS S.A. to
CPT - TELEFONICA DEL PERU S.A. (hereinafter Telefonica del Peru).
As a result, the following is documented:
a) Telefonica del Peru has automatically subrogated to all rights and
obligations corresponding to it under the relevant Technical
Capacity and Management Transfer Agreement entered into between
Telefonica Internacional and ENTEL PERU S. A.
b) Telefonica del Peru and TELEFONICA INTERNACIONAL are currently the
contracting parties.
C. CLARIFICATIONS
C.1 Technical Capacity Transfer
The technical capacity transfer referred to in article 3 of this
contract is related, not only to the existence of technical
know-how and specialized industrial expertise, but, primarily, to
the transfer of such technical know-how and expertise to which
Telefonica Internacional binds itself directly or through its
corporate group throughout the effectiveness of this contract.
C.2 Integral Management and Management Capacity
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The direction and management of Telefonica del Peru are exercised
by its Board and its General Manager, as provided for in the
General Societies' Act and in its Charter.
The integral management and management capacity referred to in
article 4 of this contract must be understood as the transfer to
Telefonica del Peru of the expertise of Telefonica Internacional,
either directly or through its corporate group in the
telecommunications business management, without prejudice to the
participation that officers designated by Telefonica Internacional
and hired for the purpose by Telefonica del Peru, may have in
directing the management of Telefonica del Peru without thereby
adversely affecting the nature of technological transfer that
creates for Telefonica del Peru the obligation to pay royalties.
Telefonica Internacional undertakes to transfer the expertise it
owns in managing the telecommunications business, same which
encompasses the contribution of all capacities, synergies and
resources; the drafting and implementation of general,
organization, administration, marketing and commercialization, and
purchasing policies; strategic planning; network and services
expansion, and other similar services associated to business
management in the telecommunications field.
C.3 Article 4.4 of this contract is referred to Telefonica del Peru
being responsible for paying all of the compensation applicable to
the staff originating from Telefonica Internacional or from its
corporate group, that Telefonica del Peru may engage hereunder.
C.4 Income from Services
It is stressed that the term "Income from Services" is referred to
income accrued in accounting.
C.5 Complementary Services
Complementary services referred to in article 6 of this contract
are those which, unlike the technical know-how and assistance
referred to in articles 3 and 4 of this contract, suppose the
provision of services implying the application of specialized
knowledge, performed in accordance with guidelines imparted and
submitted to the supervision of Telefonica del Peru.
C.6 Fee Amount and Invoicing Procedure
It is stressed that the fee increases referred to in article 7.1
of this contract must be withheld from the total fee amount and
paid to the Peruvian State by Telefonica del Peru for account of
Telefonica Internacional. For these purposes, the Comptroller's
Central Management of Telefonica del Peru will notify Telefonica
Internacional, based on the Operating Profit and Income from
Services figures established in article 5.3 of this contract, the
total fee amount that is
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to include any applicable taxes to be entered into the Peruvian
Department of Public Finance for account of Telefonica
Internacional. Telefonica Internacional, for its part, will
invoice the full fee amount from which Telefonica del Peru will
perform the aforesaid tax withholding.
To signify their concurrence, the parties sign this additional clause through
their duly authorized representatives, on the date specified below their
signatures.
T.I. TELEFONICA INTERNACIONAL TELEFONICA DEL PERU
DE ESPANA S.A.
/s/ Xxxxxxx Xxxxxxxxxx del Barrio /s/ Xxxxxx Xxxxxxxxx
----------------------------------- ----------------------------------
Name: Xxxxxxx Xxxxxxxxxx del Barrio Name: Xxxxxx Xxxxxxxxx
Position: Authorized Advisor Position: Chairman of the Board
Date: May 23, 1995 Date: May 23, 1995
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