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EXHIBIT 10.9
EXECUTION COPY
AMENDED AND RESTATED TECHNOLOGY LICENSE AGREEMENT
This AMENDED AND RESTATED TECHNOLOGY LICENSE AGREEMENT, dated as of this
2nd day of March, 1999 (the "Agreement"), is entered into by and between
TELECOMUNICACIONES DE PUERTO RICO, INC. a corporation incorporated under the
laws of the Commonwealth of Puerto Rico (the "Company"), with an address at 1515
Xxxxxxxx X. Xxxxxxxxx Avenue, Guaynabo, Puerto Rico, 00968, PUERTO RICO
TELEPHONE COMPANY, INC. a Puerto Rico corporation with an address at 1515
Xxxxxxxx X. Xxxxxxxxx Avenue, Guaynabo, Puerto Rico, 00968 ("PRTC"), and GTE
INVESTMENTS INCORPORATED, a Delaware corporation ("GTE"), with an address at
0000 Xxxxx X'Xxxxxx Xxxxxxxxx, Xxxxxx, Xxxxx, 00000.
W I T N E S S E T H:
WHEREAS, GTE has (or has access to) valuable intellectual property used in
the operation of telecommunications systems, including wireline, cellular and
PCS telecommunications systems and in the construction, operations, marketing
and management of such systems; and
WHEREAS, GTE International Telecommunications Incorporated ("GITI"), an
Affiliate of GTE, the Company and certain other parties are parties to the
Amended and Restated Stock Purchase Agreement, dated as of July 21, 1998 (as
amended from time to time, the "Stock Purchase Agreement"), pursuant to which
GTE Holdings (Puerto Rico) LLC, a wholly-owned subsidiary of GITI ("Purchaser"),
has purchased certain shares of the capital stock of the Company; and
WHEREAS, GITI indirectly owns 40% or more of the shares of capital stock of
the Company; and
WHEREAS, as of even date herewith the parties (or their Affiliates) have
entered into an Amended and Restated Puerto Rico Management Agreement (the
"Puerto Rico Management
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Agreement") pursuant to which an Affiliate of GTE will provide certain
management services within Puerto Rico to PRTC and its Affiliates;
WHEREAS, as of even date herewith the parties (or their Affiliates) have
entered into an Amended and Restated U.S. Management Agreement (together with
the Puerto Rico Management Agreement, the "Management Agreements") pursuant to
which GITI will provide certain management services in the United States outside
of Puerto Rico to PRTC and its Affiliates; and
WHEREAS, the Company, PRTC and its Affiliates desire to benefit from, and
GTE desires to provide PRTC and its Affiliates with, non-exclusive access to all
technology, processes, planning resources, designs, drawings, inventions,
developments, systems, applications, brands, patents, know-how and other
technical knowledge and intellectual and industrial property of GTE and its
Affiliates insofar as such technology and knowledge is necessary or beneficial
for the Company and Purchaser to meet their commitment to the development and
maintenance of the Company's telecommunications system; and
WHEREAS, the Company and GTE wish to enter into an agreement whereby GTE
shall grant to PRTC and its Affiliates, on and after the Effective Time (as
defined below), the right to use certain telecommunications technology and
certain operations know-how to assist the Company in pursuit of its business.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
promises and covenants herein contained, it is hereby agreed as follows:
ARTICLE I
DEFINITIONS; EFFECTIVE TIME
1.1 Defined Terms.
(a) Unless otherwise defined herein, capitalized terms used in
this Agreement shall have the meanings ascribed to such terms in the Stock
Purchase Agreement or as set forth in Section 8.14.
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(b) "Affiliates" when used in reference to the Company or PRTC
shall mean the Company and the subsidiaries of the Company.
1.2 Effective Time. This Agreement shall be effective on the Closing
Date as of the Closing (the "Effective Time").
ARTICLE II
GRANT OF RIGHTS TO TECHNOLOGY
2.1 Grant of Rights to the Company. GTE hereby grants to PRTC and its
Affiliates for a term of twenty (20) years an unrestricted right to use any of
GTE's Unrestricted Technology, to the extent of GTE's or GITI's interest
therein, provided by GTE to PRTC and its Affiliates during the term of this
Agreement, including but not limited to any Unrestricted Technology described in
Exhibit A hereto. In further consideration for the Royalty paid hereunder GTE
hereby also grants to PRTC and its Affiliates a nonexclusive, irrevocable,
nontransferable license, subject to the terms and limitations of this Agreement,
to use in the Territory any other Technology or know-how ("Know-How") owned by
GTE or its Affiliates provided to PRTC or its Affiliates in the course of
providing the services covered by the Management Agreements, including the
Proprietary Information. In addition to such Technology license, GTE shall
provide PRTC and its Affiliates with any auxiliary information as may be agreed
upon by PRTC and its Affiliates and GTE for the full use, understanding and
application of the Technology. GTE shall also provide, or shall cause its
Affiliates to provide, pursuant to the Management Agreements, general training
necessary to allow PRTC and its Affiliates to fully utilize such Technology.
Additionally, GTE may offer to PRTC and its Affiliates certain other Technology
under the same terms and conditions as such Technology becomes available to GTE
or GITI. No rights under GTE patents (other than the license referred to herein)
and trademarks are granted under this Agreement. The grants and offers in this
Section 2.1 are all as of the Effective Time.
2.2 Provision of Technology; Cooperation. GTE shall grant to PRTC and
its Affiliates expeditiously and effectively any and all rights held by GTE or
GITI to the use of the
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Technology and Know-How. GTE shall otherwise perform its obligations under this
Agreement to provide Technology and Know-How and related services to the
reasonable satisfaction of PRTC.
2.3 R&D Projects. PRTC and GTE shall work together on R&D projects in
telecommunications technologies and related technologies in the Commonwealth of
Puerto Rico. In addition, GTE may allow PRTC and its Affiliates to participate
in telecommunications R&D projects controlled by GTE or any Affiliate thereof,
as such reasonable opportunities arise and subject to the mutual agreement of
PRTC and GTE.
2.4 Additional Technology. It is expressly understood that GTE shall,
at the request of PRTC, make available for sale to PRTC and its Affiliates such
additional technology and systems that PRTC deems necessary to accomplish the
objectives set forth in this Agreement and that GTE or GITI, if necessary, by
license or assignment to GTE from GITI, is capable of providing subject to the
provisions of the Shareholders Agreement.
2.5 Independence of the Venture.
(a) PRTC and its Affiliates shall have the right to develop
technology, independent of or as an enhancement to the Proprietary Information
and Technology provided by GTE under this Agreement, as it deems appropriate for
its business ("Company Technology"). PRTC and its Affiliates intend to utilize
GTE as the exclusive outside source of the Technology. However, PRTC and its
Affiliates shall have the right in their discretion to purchase, license or
otherwise obtain technology that is not purchased, licensed or otherwise granted
by GTE or any Affiliate thereof to the Company, PRTC or its Affiliates pursuant
to this Agreement from outside sources other than GTE or an Affiliate thereof.
(b) GTE shall perform its obligations under this Agreement in
recognition of the intention of the Company to develop within the Company's
organization the ability to carry out, control and supervise all aspects of its
business and affairs.
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(c) PRTC and its Affiliates shall have all proprietary and
ownership rights to Company Technology, but such rights shall not extend to any
underlying Proprietary Information provided by GTE.
ARTICLE III
ROYALTY
3.1 Royalty. PRTC shall pay GTE as the exclusive compensation for the
use of Technology and Know-How referred to in this Agreement (and other rights
to use Technology granted under Article II) a royalty (the "Royalty") equal to
(i) 8% of the Company's EBITDA (as defined below) for each of years 1 and 2 of
this Agreement, 7% of the Company's EBITDA for each of years 3 and 4 of this
Agreement, and 6% for year 5 of this Agreement (each such percentage, the
"Applicable Percentage"), less (ii) the total Fees (as defined in the Management
Agreements) payable under the Management Agreements for such year (together, the
"Management Fees"). No Royalty shall be payable after year 5 of this Agreement.
For purposes hereof, EBITDA means consolidated earnings before interest, taxes,
depreciation, amortization, the Royalty, and the Management Fees, calculated in
accordance with generally accepted accounting principles in the United States
consistently applied.
3.2 Payment Terms
(a) The Royalty shall be payable in arrears in quarterly installments,
within thirty (30) days after the approval of the corresponding quarterly
financial statements (the audited annual financial statements in the case of the
fiscal year's last quarter) by the Board. The Royalty payment at the end of each
fiscal year shall be calculated by multiplying the final full year EBITDA based
upon the audited financial statements of the Company by the applicable
percentage referred to in Section 3.1, and subtracting therefrom all prior
Royalty installment payments made with respect to such fiscal year. Any excess
payments shall be deducted from subsequent installments, or at PRTC's option
shall be promptly refunded by GTE.
(b) Inasmuch as each year of this Agreement (each, an "Agreement
Year") runs over portions of two calendar years, the Royalty shall be calculated
by multiplying the Applicable Percentage for such Agreement Year by the sum of
(i) the full year EBITDA for the
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calendar year during which the Agreement Year begins multiplied by a fraction,
the numerator of which shall be the number of days of such Agreement Year in
such calendar year and the denominator of which shall be 365, and (ii) the full
year EBITDA for the calendar year during which the Agreement Year ends
multiplied by a fraction, the numerator of which shall be the number of days of
such Agreement Year in such calendar year and the denominator of which shall be
365.
(c) All payments shall be made after reduction for any tax required to
be withheld by PRTC, provided that the parties shall consult with each other as
to the amount of any such tax required to be withheld. PRTC shall furnish GTE
with such proof of payment of such tax as is required by the United States
Internal Revenue Code (and regulations) to support a claim for a credit for
taxes paid.
(d) All payments to GTE pursuant to this Agreement shall be made in
U.S. dollars to a bank account designated by GTE.
ARTICLE IV
CERTAIN REPRESENTATIONS, ETC.
4.1 Representations, Warranties of GTE. GTE represents that it has
complied with the requirements of Article 8(e) of Act No. 54 and certifies that:
(a) It has not paid and it will not pay any commission or bonus,
and it has not granted any direct or indirect financial benefit, to any public
official or employee, nor to any former public official or employee,
participating in the privatization process of the Company and its subsidiaries
while discharging his/her public service duties.
(b) It has the right to transfer, license or grant a right of use
for all Technology referred to herein.
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ARTICLE V
INDEMNIFICATION
5.1 Indemnification by Company. The Company shall indemnify GTE, its
directors, officers, employees and Affiliates from and against any liability,
loss (excluding consequential damages and loss of profit), damage, claim, action
or other cost or expense (including without limitation, reasonable attorneys
fees and expenses) (collectively, "Losses"), arising out of GTE performing its
obligations hereunder, except to the extent of GTE's willful misconduct.
5.2 Indemnification by GTE. GTE shall indemnify and hold each of the
Company, PRTC and their Affiliates harmless from and against any Losses which
the Company, PRTC or their Affiliates may suffer as a result of (a) any material
breach of any agreement or undertaking by GTE in this Agreement, or (b) any
intellectual property violation or infringement claims by third parties relating
to any property, Technology or Know-How transferred or licensed or other
intellectual property right granted by GTE or any of its Affiliates, to the
Company, PRTC or their Affiliates as contemplated by this Agreement or either of
the Management Agreements.
ARTICLE VI
DURATION
6.1 Initial Term. This Agreement shall become effective as of the date
hereof, and shall have an initial duration of five (5) years.
6.2 Extension. Not less than six months before the expiration of this
Agreement, the parties shall commence bona fide negotiations to extend its term.
In the event agreement is reached on any such extension, such extension shall be
subject to approval of the Board of Directors of the Company and PRTC.
6.3 Use of Know How After Termination. Upon expiration or termination
of this Agreement for any reason, the Company and its subsidiaries may continue
utilizing all Know
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How made available to them by GTE or its Affiliates pursuant to this Agreement
without the payment of any additional compensation to GTE or any of its
Affiliates.
ARTICLE VII
TERMINATION
The parties hereto expressly agree that this Agreement may not be
terminated except by mutual agreement of the Company, GTE and PRTA or as
follows:
7.1 Termination by the Company
The Company may terminate this Agreement:
(a) upon liquidation or bankruptcy of GTE;
(b) upon material breach of this Agreement by GTE, as covered in
Section 7.4 of this Agreement;
(c) upon revocation or suspension of any material license of the
Company or any of its subsidiaries as a result of the willful misconduct of GTE;
(d) should GTE Corporation cease to own, directly or indirectly,
more than 50% of GTE International Telecommunications Incorporated or GTE
Investments Incorporated;
(e) should GTE or GTE Corporation fail to directly or indirectly
have beneficial and economic ownership of more than 20% of the capital stock of
the Company; or
(f) upon termination of either of the Management Agreements.
7.2 Termination by GTE. GTE may terminate this Agreement upon:
(a) a delay of more than 20 business days in the payment of the
undisputed portion of the Royalty; or
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(b) non-fulfillment of this Agreement by the Company, as covered
in Section 7.4 of this Agreement.
7.3 Effect of Termination. Except as provided in Section 7.4 below,
termination shall be effective immediately upon the occurrence of any event
described in Sections 7.1 and 7.2 above.
7.4 Non-fulfillment. Should any of the parties breach, refuse or fail
to comply with, or shall violate, any material terms or conditions of this
Agreement, said failure, omission or violation shall constitute a breach of this
Agreement. In such case, the party not in breach shall notify the other party of
the breach in writing providing a detailed description of the alleged breach and
shall grant the other party a period of ninety (90) days to remedy said breach,
if such breach is capable of being so remedied. Should the breaching party not
remedy said breach within said ninety (90) days, or if such breach is not
capable of being so remedied, the notifying party shall have the right to
terminate this Agreement.
ARTICLE VIII
GENERAL PROVISIONS
8.1 Amendments. This Agreement may be amended only with the prior
written agreement of all the parties hereto, and no course of action by or on
behalf of any party shall be construed as an explicit or implicit amendment of
this Agreement or any of its provisions. No amendment shall be made hereto which
materially adversely affects the economic rights of the Company or PRTC except
with the prior written consent of the PRTA, so long as the Puerto Rico Entities
collectively own at least 10% of the outstanding Shares of the Company.
8.2 Jurisdiction. The parties hereby irrevocably and unconditionally
submit to the jurisdiction of the United States District Court for the District
of Puerto Rico or, if such court does not have subject matter jurisdiction, in
any court of Puerto Rico having subject matter jurisdiction for purposes of any
suit, action or proceeding seeking to enforce any provision of, or based on any
right arising out of, this Agreement, and the parties agree not to commence any
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such suit, action or proceeding except in such courts. The parties hereby agree
that service of any process, summons, notice or document by U.S. registered mail
addressed to any party, as the case may be, shall be effective service of
process for any such action, suit or proceeding. The parties hereby irrevocably
and unconditionally waive any objection to the laying of venue of any such suit,
action or proceeding in the United States District Court for the District of
Puerto Rico or any court of Puerto Rico having subject matter jurisdiction and
hereby further and irrevocably waive and agree not to plead or claim in any such
court that any such suit, action or proceeding has been brought in an
inconvenient forum.
8.3 Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns; provided that no party may assign, delegate or otherwise
transfer any of its rights or obligations under this Agreement without the
written consent of the other parties hereto and compliance with applicable laws
and regulations; provided, however, that PRTA may assign its rights hereunder to
the Government Development Bank for Puerto Rico ("GDB") and that no such
assignment shall have the effect of being a delegation of duties or an
assumption of any obligations of PRTA. The Company's and PRTC's consent to the
assignment of this Agreement by GTE to any of GTE Corporation's direct or
indirect wholly owned subsidiaries may not be unreasonably withheld; provided,
that, no such assignment shall relieve GTE of any of its obligations hereunder.
8.4 Confidentiality.
(a) (i) All non-public documentation and information of GTE (the
"GTE Information") made available to the Company or its Affiliates by GTE in
order to fulfill its obligations under this Agreement shall be kept strictly
confidential by the Company and its Affiliates and their personnel and any other
Person who has had access to such GTE Information through the Company, and such
GTE Information shall not be disclosed to third parties without GTE's express
written consent. All such GTE Information shall continue to be owned by GTE but
this shall not affect the receiving parties' right after termination to continue
using such GTE
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Information on a non-exclusive, confidential basis of this Agreement pursuant to
Section 6.3 hereof;
(ii) All non-public documentation and information of the
Company and its subsidiaries (the "Company Information") obtained by GTE in the
course of its performing its obligations hereunder shall be treated as strictly
confidential and shall not be disclosed to third parties without the Company's
express written consent. All such Company Information shall continue to be owned
by the Company; and
(iii) This section shall continue in full force and effect
for five (5) years after the expiration of this Agreement.
(b) In the event that any party or an Affiliate thereof is
requested pursuant to, or required by, applicable law, regulation or legal
process to disclose any GTE Information or Company Information, as the case may
be, the other parties shall immediately be informed of the matter in advance.
Only that portion of the GTE Information or Company Information, as the case may
be, that is, upon the advice of counsel, legally required shall be furnished,
and all reasonable efforts shall be made to obtain reliable assurance (in the
form of a court order or other reasonable assurance) that, to the maximum extent
possible under the circumstances, confidential treatment will be accorded to
such portion of GTE Information or Company Information, as the case may be,
required to be disclosed.
(c) The confidentiality agreements of this section shall not
apply to GTE Information or Company Information which is or becomes
independently learned or developed by the party obligated with respect thereto.
8.5 Applicable Law. This Agreement is subject to and shall be
construed in accordance with the internal laws of Puerto Rico applicable to
contracts made and to be performed in Puerto Rico.
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8.6 Severability. Every provision of this Agreement is intended to be
severable and if any term or all or part of any provision hereof is held by
judicial decision to be invalid, such invalidity shall not affect the validity
of the remainder of this Agreement.
8.7 Notices. Any notice or other communication under this Agreement
shall be in writing and shall be considered given when delivered in person, sent
by telefax transmission or mailed by certified mail, return receipt requested,
or nationally recognized overnight deliver service, to the parties at the
following addresses or telefax numbers (or at such other address or telefax
number as a party may specify by notice to the others in accordance with this
provision):
If to the Company or PRTC, at:
0000 Xxxxxxxx X. Xxxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxx, XX 00000
Telephone:
Telecopy:
Attention:
With a copy to (for so long as PRTA or any other Puerto Rico
Entity is a third party beneficiary of this Agreement):
Government Development Bank
for Puerto Rico
Minillas Xxxxxxxxxx Xxxxxx
Xxx Xxxx, Xxxxxx Xxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: President
Xxxxxxxxxxx, Xxxxxx & Xxxxxxx
Banco Popular Center
Xxxxx 0000
000 Xxxxx Xxxxxx Xxxxxx
Xxx Xxxx, Xxxxxx Xxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxxxxxx
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Akin, Gump, Strauss, Xxxxx & Xxxx L.L.P.
0000 Xxx Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxx X. Xxxxx, Xx.
If to GTE, at:
GTE Investments Incorporated
0000 Xxxxx X'Xxxxxx Xxxxxxxxx
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Mr. Fares Xxxxxxx
8.8 Third Party Beneficiaries. Except as specifically stated herein,
nothing in this Agreement shall be deemed to create any right with respect to
any person that is not a party to this Agreement; provided, that, any subsidiary
of the Company may enforce the Company's rights hereunder; and provided,
further, that so long as the PRTA or any other instrumentality of the Government
of Puerto Rico (a "Puerto Rico Entity") owns or controls at least 10% of the
shares of capital stock of the Company (owned as of the date hereof or acquired
hereafter directly from the Company or its successors), such Puerto Rico
Entities shall be deemed third party beneficiaries of this Agreement and shall
be entitled to enforce the provisions hereof for the benefit of the Company,
including but not limited to Article VII hereof, directly, without first making
demand upon the Company to do so; and provided, further, that GDB may enforce
the rights of PRTA hereunder as provided in Section 12.05 of the Stock Purchase
Agreement.
8.9 No Authority to Bind. GTE shall have no authority to enter into
contracts or otherwise incur obligations on behalf of or bind the Company or any
of its subsidiaries, except as otherwise expressly approved by the Board.
8.10 Effect of this Agreement. The Company and PRTC acknowledge and
agree that the Company does not acquire, by virtue of this Agreement or
otherwise, any proprietary or ownership rights (or rights to sublicense) with
respect to any Proprietary Information. The Company and PRTC further acknowledge
and agree that the Company and its
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Affiliates do not acquire, by virtue of this Agreement or otherwise, the right
to use the Proprietary Information outside of the Territory without GTE's prior
written consent.
8.11 Notification of Infringement. The Company and PRTC agree that as
soon as possible after the Company or PRTC becomes aware of same, it shall
promptly notify GTE in writing of any infringement of GTE's rights in the
Technology. The parties shall take all mutually agreed upon actions necessary to
stop any such infringement. The expenses of such actions as to infringements in
the Territory shall be shared equally by GTE and PRTC. Nothing contained herein
shall prevent GTE from taking any actions it considers necessary to protect its
rights in Technology held by it.
8.12 Disclaimer of Warranties. It is expressly understood that GTE
makes no warranty to the Company, PRTC or their Affiliates with respect to the
performance or fitness for any purpose of the products or services contemplated
this Agreement. GTE expressly disclaims all warranties including, without
limitation, the implied warranties or merchantability and fitness for a
particular purpose.
8.13 Limitation on Liability. Notwithstanding any other section
hereof, the Parties agree that the Company's and PRTC's sole and exclusive
remedy for any breach or alleged breach by GTE of this Agreement (other than any
breach or alleged breach of Section 8.4) shall be to terminate this Agreement
and any obligation to make any and all future payments hereunder.
8.14 Certain Definitions.
8.14.1 "Affiliate" means, subject to Section 1.1(b), as to any
Person, (i) an entity at least a majority of the voting capital stock of which
is owned directly or indirectly by such Person, (ii) an entity that directly or
indirectly owns at least a majority of the voting capital stock of such Person,
and (iii) an entity a majority of the voting capital stock of which is directly
or indirectly owned by an entity of the type described is clause (ii) above.
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8.14.2 "Bankruptcy" means, with respect to either of the parties, (i)
such party making an assignment for the benefit of creditors or admitting in
writing its inability to pay its debt when due; (ii) the commencement by or
against such party of any liquidation, dissolution, bankruptcy, reorganization,
insolvency or other proceeding for the relief of financially distressed debtors;
or the appointment for such party, or a substantial part of such party's assets,
of a receiver, liquidator, custodian or trustee; and, if any of the events
referred to in this clause (ii) occur involuntarily, the failure of same to be
dismissed, stayed or discharged within sixty (60) days; or (iii) the entry of an
order for relief against such party under the Puerto Rican Company
Reorganization Act (or any successor or equivalent law) or the bankruptcy laws
of any relevant jurisdiction.
8.14.3 "Proprietary Information" means any Technology which is treated
as confidential by GTE.
8.14.4 "R&D" means research and development which has or is reasonably
designed to have useful applications in telecommunications systems and services.
8.14.5 "Technology" means any technical or business information,
inventions, software programs, systems, trade secrets, know-how, and other
technological or industrial property or information of GTE Corporation or its
Affiliates related to telecommunications systems and services existing at the
Effective Time or becoming available to GTE or GITI and licensed or assigned, as
necessary, to GTE by GITI during the term of this Agreement.
8.14.6 "Territory" means the Commonwealth of Puerto Rico.
8.14.7 "Unrestricted Technology" means any Technology not covered by
patent, copyright or Proprietary Information protection.
8.15 Relationship. This Agreement does not create an employer-employee,
partnership or agency relationship between the Company and GTE or the Company
and GTE's
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employees. The parties acknowledge and agree that GTE is an independent
contractor to the Company and PRTC under this Agreement. No party has the
authority to bind any other party.
8.16 Director Approval. Any action or decision required or permitted
to be taken or not taken by the Company or any of its subsidiaries pursuant to
Section 6.2 and Article VII may only be taken or not taken by the Company or
such subsidiary (as applicable) upon the approval thereof by a majority of the
disinterested directors of the Company.
8.17 Counterparts. This Agreement may be executed in multiple
counterparts, subject to the execution of at least one of such counterparts by
each of the parties hereto.
8.18 Effect of Amendment. This Amended and Restated Technology License
Agreement supersedes the Technology Transfer Agreement signed on March 2, 1999.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day and year first above written.
TELECOMUNICACIONES DE PUERTO RICO, INC.
By:
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Name:
Title:
Date:
PUERTO RICO TELEPHONE COMPANY, INC.
By:
--------------------------------------
Name:
Title:
Date:
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GTE INVESTMENTS INCORPORATED
By:
--------------------------------------
Name:
Title:
Date:
GTE Corporation agrees to cause GTE
Investments Incorporated to supply the
Technology on the terms and conditions
provided in Article II hereof.
GTE CORPORATION
By:
--------------------------------------
Name:
Title:
Date:
GTE International Telecommunications Incorporated agrees to cause GTE
Investments Incorporated to supply the Technology and Know-How (if necessary, by
transferring or licensing such Technology or Know-How to GTE Investments
Incorporated) on the terms and conditions provided in Article II hereof and
otherwise unconditionally guarantee all of the obligations of GTE Investments
Incorporated hereunder.
GTE INTERNATIONAL
TELECOMMUNICATIONS INCORPORATED
By:
--------------------------------------
Name:
Title:
Date:
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EXHIBIT A
Pricing and tariffs
Marketing strategy/product packaging
Billing system design and operation
Network and system design
System operation (including technical operations, repair and maintenance)
Supply and procurement (including technology and vendor assessment)
Engineering services
Agent and distributor network and compensation
Finance, accounting and information management
Technical training of personnel in related areas
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