Exhibit 10.26
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THIS IS A SUMMARY OF THE ACTUAL AGREEMENT.
AGREEMENT FOR THE PROVISION OF LONG DISTANCE SERVICES EXECUTED BETWEEN ATSI
COMUNICACIONES, S.A. DE C.V. HEREINAFTER REFERRED TO AS ATSI, REPRESENTED BY
LIC. XXXXX XXXXX XXXXXXXX DE STEFANO AND TELEFONOS DE MEXICO, S.A. DE C.V.,
HEREINAFTER REFERRED TO AS TELMEX, REPRESENTED BY LIC. XXXXXX XXXXXXXXX XXXXXXX
IN ACCORDANCE WITH THE FOLLOWING RECITALS AND CLAUSES:
Objective
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Upon the date that ATSI begins sending traffic for its termination by Telmex and
in accordance with the Requests for Long Distance Services, Telmex shall provide
Long Distance Services as required by ATSI.
Both parties agree that all services under this Agreement will be provided only
when a consideration in writing has been agreed to except for what is
established in paragraph 14.2 of this Agreement.
The Long Distance Services will be governed by the Clauses of this Agreement and
particularly by the conditions established in the Addendums listed below in
addition to those agreed upon from time to time by the parties according to the
terms established in Paragraph 14 of this Agreement.
Addendum Objective and Contents
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A Interconnection Points
B Long Distance Services Requests
C Rates and Discount Plans
The Addendums above as well as any other agreed to by the parties and expressly
related with this Agreement will be governed by the terms and conditions
contained in this Agreement.
In the event of any discrepancy between the Agreement and any Addendums, the
Agreement will prevail.
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Long Distance Services Requests
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ATSI shall request from Telmex the Long Distance Services at the monthly
meetings to be held between the Parties on the date and location the Parties
agree to. At the same time the Parties will execute a Long Distance Services
Request that will contain the agreements reached at such meeting, including,
without limitation the commencement date and city where services are requested
in the understanding that the agreements reached at the monthly meeting referred
to will be contained in the Long Distance Service Request duly signed by the
Parties.
The Long Distance Services will be provided within the timeframe the Parties
agree to at the monthly meeting. Nevertheless, in the event of not agreeing to a
specific date to provide the services, the Long Distance Services will be
provided within 180 calendar days of the meeting held in the understanding that
Telmex shall put forth its best efforts so that the services are provided within
90 days of the meeting.
Nonetheless, within three months of the execution of this Agreement, ATSI shall
provide Telmex an estimate of its future monthly needs for Long Distance
Services for a minimum period of three years to be included on the Form of
Estimate of Demand for Long Distance Services contained in an Addendum that the
Parties agree to in accordance with Paragraph 15 of this Agreement. ATSI shall
ratify or update the Estimate of Demand for Long Distance Services annually and
at least six months before the end of each year. This Estimate of Long Distance
Services does not bind ATSI to utilize them nor Telmex to acquire any type of
equipment or make modifications or changes to its infrastructure. The requests
for Long Distance Services executed by the Parties will be used by Telmex as a
base to calculate the infrastructure required to provide long distance services,
ATSI agrees to provide Telmex at least 70% of the traffic referred to in its
monthly service request.
Each semester Telmex shall verify if ATSI has complied with the above
stipulation of providing Telmex with 70% of the traffic referred to in its
monthly service request. If it is determined that ATSI has not delivered at
least 70% of the traffic agreed to ATSI will be subject to the penalty specified
in Paragraph 2.3. The Parties agree that the commitment of traffic shall apply
only during the first year after implementation of the services included in each
service request in the understanding that if the total amount of traffic
delivered by ATSI to Telmex for each service request during a period of six
months corresponds to 70% of the traffic the penalty shall not apply.
Since the Long Distance Services will be for a minimum term of one year, the
parties agree that in the event ATSI requests in writing the cancellation or
address change of the interconnection of any Long Distance Service provided by
Telmex before the minimum term expires, ATSI shall pay Telmex the installation
expenses of interconnection divided by 12 and multiplied by the number of months
remaining to complete one calendar year plus 50% of the monthly rate for such
lines. After one year of delivery of the services no penalty shall apply.
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However, Telmex must install the capacity as well as have available the
circuits, central offices, ports, services, lines and other elements of its Long
Distance Network necessary to satisfy the demand of Long Distance Services
within the terms established in this Paragraph as presented by ATSI in its
Service Requests always and when ATSI is current in its payment obligations
established in this Agreement
Responsibilities of the Parties
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Each Party shall be responsible for providing its own Long Distance Connection
Ports, systems, programs and other equipment required in its own Central Offices
and Installations. As well Telmex shall be responsible for installing the lines
required in the understanding that in the event that ATSI does not comply with
the delivery to Telmex of 70% of the traffic for its Long Distance Services for
six months of services in accordance with the contained in the paragraph above,
ATSI shall pay Telmex the installation expenses for the lines contained in each
service request where ATSI did not comply divided by 2 plus 50% of the rate for
the monthly recurring of each line, rates that Telmex has registered with the
Federal Telecommunications Commission. ATSI shall be responsible for providing
without charge access to its infrastructure and any locations where Telmex's
Transmission equipment is collocated that includes electrical power, air
conditioning and other facilities required as well as access to those sites
24/7/365.
Consideration
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ATSI agrees to pay Telmex the amounts corresponding to the Long Distance
Services as contained in Addendum C of this Agreement.
In any event, the amounts are subject to the Value Added Tax and any other
applicable tax.
Modifications
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In the event that ATSI modifies the Long Distance Service Requests or Technical
Agreements and as a result of such modification the original costs directly
related with the Long Distance Services would increase, ATSI shall upon previous
agreement with Telmex, pay the amount corresponding to the original amount plus
an amount agreed to by the parties that reflects the increase in its costs. If
such agreement is not reached between the Parties, Telmex may deny such
modifications to such Service Request. Such denial will not be a cause for
termination of this Agreement and the Long Distance Service will continue to be
provided as originally agreed to.
Other Considerations
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If in the future the Parties agree that Telmex shall provide additional services
other than those contained in this Agreement, the consideration for such
Services will be agreed to by both Parties previous to the provision of services
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Payment Location
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Any consideration, expense or reimbursement owed by Telmex will be paid by
Telmex at ATSI's address. As well, any consideration, expense or reimbursement
owed by ATSI will be paid by ATSI at Telmex's address.
Payment Terms
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For the payment of the considerations for the Long Distance services of this
Agreement, the following payment terms shall apply:
Invoices
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Telmex shall send ATSI a monthly invoice to the address stated in this Agreement
for the Long Distance Services provided in the previous month. Said invoices
shall have a complete description of the Long Distance Services provided during
such period and any traffic and technical information agreed to by the Parties
Within eighteen (18) calendar days of receipt of the invoice, ATSI shall review
such invoices and if necessary, dispute any charges. If ATSI does not dispute
any charges in this timeframe all charges shall be considered accepted.
Payment
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ATSI shall pay Telmex in Mexican pesos through a check or cash, deposit in
account or any other method agreed to by the Parties within eighteen (18)
calendar days of receipt of invoice.
Default
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The Agreement may be terminated if any of the following events occur:
1. If any of the Parties concessions were to be revoked by the
Mexican government.
2. If ATSI does not pay Telmex amounts exceeding 1,750,000 including
late fees for more than thirty (30) days following the payment
date.
3. In the event ATSI utilizes the Services to terminate, transport or
refile switched public traffic originating in another city or
country as well as call-back and bypass traffic.
Term
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The Agreement shall be effective for one year upon execution of this Agreement
unless terminated for any causes of default. At the end of the first year, any
party may terminate this Agreement by giving thirty (30) days written notice to
the other Party of its intent to terminate this Agreement
ATSI Comunicaciones S.A de C.V.
Signature: /S/ Lic. Xxxxx Xxxxx Xxxxxxxx de Stefano
Name: Lic. Xxxxx Xxxxx Xxxxxxxx de Stefano
Title: Legal Representative
Date: January 18, 2002
TELMEX S.A de C.V.
Signature: /S/ Lic. Xxxxxx Xxxxxxxxx Xxxxxxx
Name: Lic. Xxxxxx Xxxxxxxxx Xxxxxxx
Title: Legal Representative
Date: January 18, 2002
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