CONFIDENTIAL TREATMENT REQUESTED
Exhibit 10.105Q
< Stamp indicating 50 Rupee stamp duty paid >
INTERCONNECTION AGREEMENT
(NO. PSP/TECH-023/CMT)
THIS AGREEMENT is made at Islamabad on this 5th day of December 1997.
BETWEEN
PAKISTAN TELECOMMUNICATIONS COMPANY LIMITED, a company incorporated under the
Companies Ordinance 1984, having its registered office at ▇▇▇▇▇▇ ▇-▇/▇,
▇▇▇▇▇▇▇▇▇ (hereinafter referred to as "PTCL" which expression shall be deemed to
mean and include its successors-in-interests and assigns);
AND
PAKISTAN MOBILE COMMUNICATIONS (Pvt.) LIMITED, a company incorporated under the
Companies Ordinance 1984, having its registered office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (hereinafter referred to as "PMCL"
which expression shall be deemed to mean and include its successors-in-interests
and assigns);
(PTCL and PMCL shall hereinafter be collectively referred to as the "Parties"
and individually as a "Party").
WHEREAS PTCL is licensed to operate basic telephony and public switched
telephone network service ("PSTN Network") in Pakistan under license number
PTA/M(T)-014/A dated 15th April 1997 issued by the Pakistan Telecommunication
Authority ("PTA") (the "PTCL License");
AND WHEREAS PMCL is licensed to operate cellular mobile telephone service
("Cellular Network") in Pakistan under license issued by PTA vide their
Revalidation order number N11 dated 9th August 1997 (the "PMCL License");
AND WHEREAS in accordance with PTA number PTA/(T)006 dated 20 January 1997 in
respect of the restoration of cellular mobile services in Karchi and other
cities in the province of Sindh, the Parties entered into the Interim
Interconnection Agreement on 15 September 1997 (the "Interim Agreement");
AND WHEREAS the Parties agreed in the Interim Agreement to enter into this
Agreement on or before, 30 September 1997, and replace the provisions of the
Interim Agreement with the provisions of this Agreement;
CONFIDENTIAL TREATMENT REQUESTED
AND WHEREAS the Parties have agreed on the terms and conditions relating to the
Interconnection arrangements for exchange and transportation of mutual two-way
traffic between their respective PSTN Network and Cellular Network;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
Parties hereby agree as follows:
1. HANDOVER AND CALL ROUTING
1.1. [*]
1.2. [*]
1.3. [*]
1.4. [*]
2. POINTS OF INTERCONNECTION
2.1. PMCL may choose the points of interconnection at different hierarchial
levels on the grounds of economy, performance and other benefits.
PMCL shall provide to PTCL the following information in respect of
each point of interconnection:
1. The name of the exchange;
2. The type of the exchange;
3. The physical nature of the link;
4. The type of transmission used on the link;
5. The maximum capacity of the link;
6. The amount of capacity currently in use on the link; and
7. The type of signaling used.
The format in which the aforesaid information is to be provided to
PTCL by PMCL and the frequency update shall be agreed separately by
the Parties.
3. INTERCONNECTION STRUCTURE
3.1. DIUs, signaling links, code creation and other software changes, local
leads and allied equipment required for interconnection shall be
provided by each of the Parties at their end of the interconnection
points at the sole cost and expense of each Party.
3.2. Power and space, including tower space for dishes, required at each
end of the interconnection points shall be provided by PTCL. In case
of facilities owned by the National Telecommunication Corporation
("NTC"), PTCL shall facilitate the process the provisions of the
required facilities. PMCL shall pay for
the utilization of the said facilities, owned either by PTCL or NTC, at
such rates as approved by the PTA.
4. CHARGES FOR PSTN NETWORK AND LEASED CIRCUITS
4.1. PTCL shall give a volume discount to PMCL on its normal PSTN charges
during the term of this Agreement as set out hereunder.
TOTAL GROSS MONTHLY BILLING OF PMCL DISCOUNT (IN%)
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CONFIDENTIAL TREATMENT REQUESTED
(a) [*] [*]
(b) [*] [*]
(c) [*] [*]
(d) [*] [*]
(e) [*] [*]
(f) [*] [*]
(g) [*] [*]
The discount shall not be applicable to any duties or taxes payable
in connection with the PTCL service charges.
4.2. PTCL shall provide a monthly detailed consolidated ▇▇▇▇ to PMCL
setting out the total applicable discount for each month and the
amount due for a particular month after such discount. PMCL shall pay
the amount expressed to be due under such ▇▇▇▇ by the due date
stipulated in the relevant ▇▇▇▇. In the event PTCL has not provided
such consolidated ▇▇▇▇, PMCL shall have the right to itself produce a
statement of the billing received by PMCL, calculate the applicable
discount and deduct the discount from the payment to be made to PTCL
for such billing. All details of bills, including IDD tapes, shall be
provided to PMCL by PTCL at no extra cost in order to facilitate
reconciliation of PTCL charges.
4.3. PTCL shall give a discount to PMCL on the leased circuit charges as
set out hereunder. These rates are based on the per kilometer road
distance charges as stated in Survey of Pakistan maps. These rates
shall not be increased during the term of this Agreement.
(a) [*] [*]
(b) [*] [*]
(c) [*] [*]
4.4. The quarterly payments for the circuits already leased by PMCL and
payments for any new circuits shall be made by PMCL to PTCL after the
deduction of [*]. In case of charges for the leased circuits being
higher than [*] in a year. PMCL shall submit a statement of total
billing for that year deducting a discount calculated in accordance
with the above mentioned rates. The Parties shall enter into a
separate lease agreement for the leased circuits. However such
agreement shall not contravene any provisions of this Agreement or
cause any new requirements.
5. FORCE MAJEURE
5.1. Neither party shall have any claim against the other for damages for
delay caused by Force ▇▇▇▇▇▇. The term "Force ▇▇▇▇▇▇" as used herein
shall mean Acts of God, strikes, lockouts, or other industrial
disturbance, act of public enemy, war, blockages, insurrections,
riots, epidemics, landslides, earthquakes, fires, storms, lightening,
flood, washouts, civil disturbances, explosion, non-availability of
governmental export permits as well as other required decisions,
approvals, licenses etc from the relevant governmental authorities,
and any other cause similar to the control of herein enumerated or of
equivalent effect, not within the control of either party and which by
the exercise of due care and diligence either party is unable to
overcome or restriction imposed by Government of Pakistan action or
regulation in case of Emergency and Security.
5.2. The Party affected by any occurrence of force majeure shall however
make its best endeavours to resume or commence the performance of its
obligations prevented by force majeure as soon as possible and in any
case immediately upon its cessation, and force majeure shall not be an
excuse for the relief from
--------------------------------------
(*) Confidential portion has been omitted and filed separately with the
Commission.
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CONFIDENTIAL TREATMENT REQUESTED
performance altogether of its obligations hereunder except that the
delay caused by force majeure shall not be regarded as a breach of
such of its obligations for which a time is set for performance
hereunder.
5.3. The Parties shall meet in good faith to endeavor to agree upon some
viable alternative to the performance of any obligation prevented by
force majeure with the objective of maintaining this Agreement in
effect. If, however, the force majeure continues for more than a
period of two years continuously, the Party affected by the force
majeure shall have the right to terminate this Agreement upon giving a
prior written notice of at least ninety days to the other Party.
6. PLANNED OUTAGES BY PTCL
6.1. PTCL shall give prior written notice of at least fifteen days to PMCL
of any planned outages and shall provide possible alternatives to
PMCL. PTCL shall provide alternative streams in case of outages, for
any reason, of more than thirty minutes.
6.2. In case of outages which do not occur due to a force majeure or any
outages stated in Clause 6.1 above, PTCL shall compensate PMCL the
cost of any circuits leased by PMCL which are affected by such outage.
The cost of all outages will be refunded at the prevailent rates for
the leased stream. To re-establish any interruption of service for a
leased circuit, reasonable documentary evidence shall be provided by
PMCL to PTC. The refund/extention will be authorized by CE(PSP), PTCL
HQ's, Islamabad.
7. CONFIDENTIALITY
7.1. Unless otherwise agreed, the Parties shall ensure that they, their
respective associated or affiliated companies, officers, employees,
servants, agents and/or consultants keep confidential all terms and
conditions hereof and all actions taken pursuant to this Agreement.
8. APPROVAL BY PTA
8.1. The provisions of this Agreement shall be subject to the approval of
the PTA.
9. EFFECTIVE DATE, TERM OF THE AGREEMENT AND EXTENSION
9.1. The provisions of this Agreement, subject to Clause 9.1, shall come
into effect on [1 October 1997] and shall be valid for a period of [*]
until [*].
9.2. The Parties may by mutual consent extend the term of this Agreement
for a further period of [*].
10. GOVERNING LAW AND ARBITRATION
10.1. This agreement shall be governed by and constructed in accordance
with the laws of Pakistan.
10.2. All disputes arising between the Parties as to any matter or
thing arising from or in any matter connected with this Agreement
shall be referred to arbitration. The arbitration proceedings
shall be conducted in accordance with the Arbitration ▇▇▇ ▇▇▇▇ or
any amendment or re-enactment thereof and the rules made
thereunder by two arbitrators, one to be appointed by each of the
Parties and an umpire to be appointed by the two arbitrators so
appointed. The umpire shall be a retired judge of the
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CONFIDENTIAL TREATMENT REQUESTED
Supreme Court, acting as the umpire. The decision of the umpire
shall be final and binding. The venue of arbitration shall be
Islamabad. Arbitration as aforesaid shall be a condition
precedent to any other action under law.
10.3. The provisions contained in this Article shall survive the
termination and/or expiration of this Agreement.
11. NOTICES
11.1. All notices under this Agreement or pursuant to any arbitration
or legal proceedings shall be given at the respective registered
offices of the Parties. All other communications required or
permitted by this Agreement shall be given in writing by
registered mail, acknowledgement due, or by fax or telex or
telegram confirmed simultaneously with registered mail,
acknowledgement due, or by fax or telex or telegram, and shall be
addressed:
If to PTCL:
Attention: Noor ud Din Baqai
Address: Chief Engineer (PSP), ▇▇▇▇ ▇/▇'▇ ▇-▇/▇, ▇▇▇▇▇▇▇▇▇
Tel. No: ▇▇-▇▇-▇▇▇▇▇▇
Fax No: ▇▇-▇▇-▇▇▇▇▇▇
If to PMCL:
Attention: ▇▇▇▇▇ ▇▇▇▇▇ Khan
Address: Executive Director (GR), PMCL Head office, ▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇.
Tel. No: ▇▇-▇▇-▇▇▇▇▇▇
Fax No: ▇▇-▇▇-▇▇▇▇▇▇
or to such other addresses and numbers as the Parties may, from
time to time, designate.
12. ENTIRE AGREEMENT
12.1. This Agreement constitutes the entire agreement with respect to
the subject matter hereof and hereby cancels and supersedes any
and all prior oral or written agreements, including the Interim
Agreement, or understandings between the Parties. This Agreement
may be varied or amended only by prior mutual consent of the
Parties in writing. However, in case any more favorable terms
are offered by PTCL to any other cellular mobile operator in
Pakistan, the same terms shall be extended to PMCL by PTCL and
this Agreement shall be amended accordingly.
12.2. The preamble, recitals, headings and the annexures of this
Agreement shall have the same force and effect as if expressly
set out in the body of this Agreement. In this Agreement where
the context so requires the singular shall include the plural and
vice versa.
13. ASSIGNMENT
13.1. This agreement shall not be assigned by either of the Parties to
any third party without the prior written consent of other Party.
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CONFIDENTIAL TREATMENT REQUESTED
14. SEVERABILITY
14.1. If for any reason any provision hereof become inoperative the
validity and effect of all other provisions of this Agreement
shall not be affected thereby. In case it is not possible under
law to implement any of the provisions of this Agreement, the
Parties undertake to abide by the spirit of this Agreement and to
endeavor to agree to perform obligations as closely resembling
those created by this Agreement as shall be permissible by law.
15. COUNTERPARTS
15.1. This Agreement shall be executed in three counterparts. One copy
shall be kept with the PTA and one copy shall be kept by each of
the Parties.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the day,
month and year first mentioned above.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Khan
------------------------------ ----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Khan
Chairman, PTCL Chairman, PMCL
Witnesses:
Name: Name:
------------------------- -----------------------------------
Address: Address:
---------------------- --------------------------------
------------------------------ ----------------------------------------
------------------------------ ----------------------------------------
/s/ /s/
/s/ /s/
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CONFIDENTIAL TREATMENT REQUESTED
ANNEX-1
LOCAL CALL HANDOVER
< Full-page diagram illustrating routing of call originating on Mobile Network
in City A and terminating on PTCL network in City A >
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CONFIDENTIAL TREATMENT REQUESTED
ANNEX-2
FAR END CALL HANDOVER - LOCAL TERMINATION
< Full page diagram illustrating routing of call originating on Mobile network
in City A and carried through Mobile network in City D terminating on PTCL
network in City D >
INTERCONNECT AGREEMENT ITEM 1.1 & 1.2
[*]
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CONFIDENTIAL TREATMENT REQUESTED
ANNEX-2
FAR END CALL HANDOVER - NWD TERMINATION
< Full page diagram illustrating routing of call originating on Mobile network
in City A and terminating on PTC Network in City E >
INTERCONNECT AGREEMENT ITEM 1.1 & 1.2
[*]
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CONFIDENTIAL TREATMENT REQUESTED
ANNEX-3
INTERNATIONAL CALLS
< Full page diagram illustrating routing of international call originating on
Mobile network in City A >
10
CONFIDENTIAL TREATMENT REQUESTED
ANNEX-4
FAR END CALL HANDOVER
< Full page diagram illustrating routing of call originating on PTC network in
City D and terminating on Mobile Network in City A >
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