Exhibit 10.6
AMENDMENT NO. 1. TO INTERCOMPANY OPERATING AGREEMENT
The parties to this Amendment No. 1 to Intercompany Operating
Agreement, dated as of September 30, 1996, are FAX INTERNATIONAL, INC., a
Delaware corporation ("Fl"), and SINGAPORE TELECOMMUNICATIONS LIMITED, a
Singapore corporation ("ST").
Recitals of Fact
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1. FI and ST are parties to that certain Intercompany Operating
Agreement dated as of April 10, 1995 (the "IOA").
2. The parties desire to amend the IOA to provide for the assumption
by FI of certain responsibilities originally borne by ST thereunder, and the
payment by ST of certain additional fees and charges to Fl.
The parties accordingly agree as follows:
1. Definitions. Capitalized terms used herein but not otherwise defined
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shall have the respective meanings set forth in the IOA. In addition, the
following new definitions are added to Section I of the IOA:
"ST Node" shall mean the Network node within the Territory, including
without limitation all hardware, software, circuitry and other equipment forming
a part of such node and used in making, receiving, storing, routing and
monitoring Transmissions, whether or not such items are physically located at
more than one location within the Territory, but not including (i) domestic
telephone and other communications circuits into and out of such node that are
the responsibility of ST under Section 5 below, and (ii) hardware, software and
other equipment required by ST to connect to such node that is the
responsibility of ST under Section 5 below.
"FI-Direct" is the name of Fl's service offering in the Field of
Business.
"FaxLink" shall mean that certain proprietary telecommunications
device of Fl utilizing the Technology and provided to customers for their use in
connection with FI-Direct."
"DDI charges" shall mean those direct-dial international
telecommunications circuit charges incurred by ST when it is required to deliver
any Transmission, which could otherwise have been delivered using the Network,
using non-Network third party direct dial international circuits due to (i) a
failure or outage of the Network (other than a failure or outage of the ST
Node), or (ii) insufficient capacity within the Network to deliver such
Transmission."
2. Amendment to Subsection 3.1. Subsection 3.1 of the IOA is amended by
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changing the caption thereof to "Maintenance of Network Outside the Territory."
3. Additions to Section 3. Section 3 of the IOA is amended by adding the
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following new subsections thereto:
3.7 ST Node Support. FI shall be responsible for providing ST with
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technical and operational support of the ST Node, including without limitation
Network monitoring, Network capacity planning, Network access support and
provision of Network tools and utilities.
3.8. ST Node Maintenance and Expansion. FI shall be responsible for
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installing, maintaining and expanding the ST Node and designing, installing and
integrating new Technology into the ST Node, including without limitation
providing, installing and maintaining Network node hardware, software and
equipment, including hardware, software and equipment related to the Network
"Document Delivery" system, and IS/LAN support of the ST Node Title to and
ownership of all ST Node hardware, software, equipment and Technology provided
by FI shall remain with Fl, subject only to the licenses granted to ST herein.
3.9 ST Business System. Fl shall be responsible for providing ST with
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technical support of the business computer system provided and/or recommended by
Fl for use by ST in connection with ST's activities in the Field of Business,
including without limitation support of the computer hardware and software
comprising such business computer system. Such support shall consist of remote
diagnostics and troubleshooting of problems or errors with ST's business
computer system, telephone consultation with Fl personnel regarding proper
operation and maintenance of the system, and provision and/or recommendation by
FI of upgrades and enhancements to the system."
4. Amendment, Additions to Subsection 4.1. Subsection 4.1 of the IOA is
--------------------------------------
amended as follows:
(A) by changing the term "a fee" in the first sentence thereof to
"fees";
(B) by adding the following to paragraph (a) thereof after "below":
"and in respect of the services provided by Fl under subsections 3.1
through 3.6 above";
(C) by re-designating paragraph (b) thereof as paragraph (g);
(D) by adding the following as new paragraph (b):
(a) in respect of the services provided by FI under subsection 3.7
above, ST shall pay Fl a monthly fee of , such fee to be paid
in advance on the first day of each calendar month during the term of this
Agreement."
(E) by adding the following as new paragraph (c), and by adding
Exhibit A to this Amendment as Exhibit A to the IOA:
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"(c) in respect of the services provided by Fl under subsection
3.8 above, ST shall pay El a monthly fee based on the total number of
Transmission minutes originated from the ST Node in each month, calculated
in accordance with the rates set forth in Exhibit A hereto. Such fee shall
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be paid monthly in arrears within sixty (60) days after receipt of Fl's
invoice."
(F) by adding the following as new paragraph (d), and by adding
Exhibit B to this Amendment as Exhibit B to the IOA:
(d) in payment for Fl's Network transmission and delivery costs and
charges associated with Transmissions originated from the ST Node,
including without limitation costs and charges relating to international
dedicated and/or frame relay circuits, international transportation, local
delivery, local telecommunications circuits and applicable taxes, ST shall
pay Fl a monthly fee based on the total number of Transmission minutes
originated from the
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ST Node in each month, calculated in accordance with the rates set forth in
Exhibit B hereto. Such fee shall be subject to offset by ST of DDI charges
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incurred by ST and of ST's costs and expenses incurred in renting
Singapore-based international dedicated and/or frame-relay circuits
(including port charges), Singapore local leased circuits and DELs. Such
fee shall be paid monthly in arrears within sixty, (60) days sifter receipt
of Fl's invoice.";
(G) by adding the following as new paragraph (e):
(e) in payment for delivery by El to ST of FaxLink units, ST shall pay
El a fee of per unit and, in addition, all shipping and
handling charges and applicable duties and taxes. The foregoing fee is for
FaxLink Version 3.1 units, and is subject to change by El upon El's release
of a new or enhanced version. Such fee shall be paid from time to time
within sixty (60) after receipt of Fl's invoice. Such fee does not include
charges for power supplies and cabling required to operate the FaxLink
units."
(H) by adding the following as new paragraph (f):
"(f) in respect of the ST business computer system technical support
services provided by Fl pursuant to subsection 3.9 above, ST shall
reimburse Fl's parts and labor costs as invoiced by Fl to ST from time to
time. ST shall pay each such invoice within sixty (60) days after ST's
receipt thereof."
5. Addition to Subsection 4.2. Subsection 4.2 of the IOA is amended by
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adding the following as new paragraph (c):
"(c) Each invoice submitted by El to ST in respect of the charges
described in paragraphs (c) through (e) of subsection 4.1 above shall be in
reasonable detail and shall set forth the services provided by, Fl in
respect of which such invoice is issued and, in the case of Transmission
minutes-based charges, the total number of Transmission minutes and a
calculation of the fees due thereon based on the rates set forth in this
Agreement (including the Exhibits hereto)."
6. Addition of Subsection 4.3. Section 4 of the IOA is amended by adding
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the following new subsections thereto:
"4.3 Methodology; Periodic Review of Charges. Fl acknowledges and
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agrees that the charges to ST set forth in paragraphs (b) through (e) of
subsection 4.1 are determined using a cost-based methodology. Fl agrees to meet
with ST, either in person or by teleconference, on a quarterly basis at least
once per calendar quarter during the term of this Agreement for the purpose of
reviewing such charges and the costs to Fl of providing the services associated
therewith and, if agreed by Fl, to reduce any such charges based on the results
of such review. Any such reduction or other modification to such charges shall
be effective only, pursuant to the written agreement of FI."
7. Amendment of Section 5. Section 5 of the IOA is amended as
----------------------
follows:
(A) by deleting the following from the first sentence of subsection 5.2:
"half channel international dedicated digital communications circuits,"
(B) by adding the following after "computer equipment" in the first
sentence
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of subsection 5.2: "(other than computer equipment forming a part of the ST
Node required to be provided by FI pursuant to subsection 3.8 above)";
(C) by adding the following after "other hardware and software capacity" in
the first sentence of subsection 5.2: "(other than hardware and software forming
a part of the ST Node required to be provided by Fl pursuant to subsection 3.8
above)"
(D) by adding the following to paragraph (b) of subsection 5.4, and by
adding Exhibit C Lo this Amendment as Exhibit C to the IOA: "Such reimbursement
by Fl shall be made monthly in accordance with the rates set forth in Exhibit C
hereto within sixty (60) days after Fl's receipt of ST's reasonably detailed
invoice for such charges. The rates set forth in Exhibit C shall be subject to
periodic review by the parties and may be revised by mutual agreement of the
parties upon not less than seven (7) days prior written notice to FI'
(E) by adding the following before "to ST's Network facilities" in the
first sentence of subsection 5.5: "to the ST Node,";
(F) by adding the following before "maintaining and updating" in the first
sentence of subsection 5.5: "performing H's obligations under subsections 3.7
and 3.8 above,";
(G) by adding the following after "its Network facilities" in the second
sentence of subsection 5.5: "(other than the ST Node for which Fl is responsible
under subsection 3.8 above)".
8. Effective Date. The effective date of the amendments to the IOA set
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forth in this Amendment No. I and, in particular, of the additional charges
payable by ST to Fl described in Section 4 hereof, shall be December 1, 1995.
9. No Other Changes. Except as specifically amended herein, the IOA
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shall remain in full force and effect as originally written.
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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to
Intercompany Operating Agreement as of the date first above written.
SINGAPORE TELECOMMUNICATIONS FAX INTERNATIONAL, INC.
LIMITED
By: /s/ Xxxx-Xxx Xxx Kew By: /s/ Xxxxx Xxxxxxxx
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Title: Director, Value-Added Services Division Title: Vice President, Finance
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EXHIBIT A TO AMENDMENT NO. 1 TO INTERCOMPANY OPERATING
AGREEMENT BETWEEN FAX INTERNATIONAL, INC. AND SINGAPORE
TELECOMMUNICATIONS LIMITED
Fee Schedule for FI Network Node Maintenance and Expansion
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A. Transmissions via "FI-Direct" (formerly "PFN") Service:
(1) First aggregate minutes in a month (fixed rate):
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Aggregate Monthly Minutes Per Minute Fee Applies To:
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(2) Aggregate Minutes in a month in excess of (variable rate):
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Aggregate Monthly Minutes Per Minute Fee Applies To:
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EXHIBIT B TO AMENDMENT NO. 1 TO INTERCOMPANY OPERATING
AGREEMENT BETWEEN FAX INTERNATIONAL, INC. AND SINGAPORE
TELECOMMUNICATIONS LIMITED
FAX INTERNATIONAL
World Wide Rate Sheet
ON-NET COUNTRIES
Destination name: Country code: Rate per minute:
Australia 61
Australia - Xxxxxxxxx 00
Xxxxxxxxx - Xxxxxx 61
China 86
France 33
France - Xxxxx 00
Xxxxxxx 00
Xxxxxxx - Xxxxxxxxx 00
Hongkong 852
Xxxxx 00
Xxxxx - Xxxxxx 00
Xxxxx - Xxxxx 81
Japan - Tokyo 81
Korea, South 00
Xxxxx, Xxxxx - Xxxxx 00
Xxxxxx Xxxxxxx 44
United Kingdom - Xxxxxx 00
Xxxxxx Xxxxxx 1
OFF - NET COUNTRIES
Destination name: Country code: Rate per minute:
Xxxxxxxxxxx 00
Xxxxxxx 000
Xxxxxxx 213
American Samoa 684
7
For the country manager in: Singapore
Destination name: Country code: Rate per minute:
Andorra 33628
Angola 244
Anguilla 809
Antarctica (Xxxxx Base) 672
Antarctica (Xxxxx Base) 672
Antigua 000
Xxxxxxxxx 54
America (CIS) 374
Aruba 297
Ascension Island 000
Xxxxxxx 43
Xxxxxxxxx (XXX) 000
Xxxxxxx 000
Xxxxxxx 000
Xxxxxxxxxx 880
Barbados 809
Belarus (CIS) 000
Xxxxxxx 32
Belize 000
Xxxxx 000
Xxxxxxx 000
Xxxxxx 975
Xxxxxxx 000
Xxxxxx-Xxxxxxxxxxx 387
Botswana 267
Brazil 55
British Virgin Island 809
Xxxxxx 000
Xxxxxxxx 359
Burkina Faso 226
Xxxxx 00
0
For the country manager in: Singapore
Destination name: Country code: Rate per minute:
Burundi 257
Cambodia 000
Xxxxxxxx 000
Xxxxxx 0
Xxxx Xxxxx Xxxxxx 000
Xxxxxx Xxxxxx 809
Central African Republic 236
Chad 000
Xxxxx 56
Christmas Island 672
Cocos Island 672
Xxxxxxxx 00
Xxxxxxx Xxxxxxx 269
Congo 242
Xxxx Islands 000
Xxxxx Xxxx 000
Xxxxxxx 385
Xxxx 00
Xxxxxx 000
Xxxxx Xxxxxxxx 00
Xxxxxxx 45
Xxxxx Xxxxxx 246
Djibouti 253
Dominica 809
Xxxxxxxxx Xxxxxxxx 000
Xxxxxx Xxxxxx
Xxxxxxxx 000
Xxxxx 20
El Salvador 503
Equatorial Guniea 240
9
For the country manager in: Singapore
Destination name: Country code: Rate per minute:
Xxxxxxx 000
Xxxxxxx 372
Ethiopia 251
Xxxxxx Xxxxxxx 000
Xxxxxxxx Xxxxxxx 000
Xxxx 679
Finland 358
French Antilles 596
French Guiana 594
French Polynesia 689
Gabon 241
Gambia 220
Xxxxxxx (XXX) 000
Xxxxx 000
Xxxxxxxxx 000
Xxxxxx 30
Greenland 299
Grenada 809
Guadeloupe 000
Xxxx 000
Xxxxxxxxxx Xxx 0000
Xxxxxxxxx 502
Guinea 224
Guinea-Bissau 245
Guyana 592
Haiti 509
Honduras 504
Hungary 36
Iceland 254
India 91
10
For the country manager in: Singapore
Destination name: Country code: Rate per minute:
Indonesia 62
Iran 98
Iraq 964
Ireland 353
Israel 000
Xxxxx 39
Ivory Coast 225
Jamaica 809
Jordan 962
Xxxxxxxxxx (XXX) 0
Xxxxx 000
Xxxxxxx 000
Xxxxx, North 850
Kuwait 965
Xxxxxxxxxx (XXX) 0
Xxxx 000
Xxxxxx 371
Lebanon 961
Lesotho 266
Liberia 231
Libya 218
Xxxxxxxxxxxxx 0000
Xxxxxxxxx 370
Luxemuourg 352
Macao 853
Macedonia 389
Madagascar 000
Xxxxxxx Xxxxxxx 000
Xxxxxx 000
Xxxxxxxx 60
11
For the country manager in: Singapore
Destination name: Country code: Rate per minute:
Maldives 960
Mali 223
Malta 356
Maristat At
Maristat Aw
Maristat In
Maristat Pa
Xxxxxxxx Xxxxxxx 000
Xxxxxxxxxx 222
Mauritius 000
Xxxxxxx Xxxxxx 000
Xxxxxx 52
Micronesia 000
Xxxxxx
Xxxxxxx 000
Xxxxxx 3393
Mongolia 000
Xxxxxxxxxx 000
Xxxxxxx 210
Mozambique 258
Nakhodka (CIS) 7
Namibia 264
Xxxxx 000
Xxxxx 000
Xxxxxxxxxxx 31
Nethedands Antilles 000
Xxxxx 000
Xxx Xxxxxxxxx 687
New Zealand 00
Xxxxxxxxx 000
00
For the country manager in: Singapore
Destination name: Country code: Rate per minute:
Niger 227
Nigeha 234
Niue 6873
Norfolk Island 000
Xxxxxx 00
Xxxx 000
Xxxxxxxx 92
Palau 680
Panama 507
Papau New Guinea 675
Xxxxxxxx 00
Xxxx 51
Philippines 63
Pitcaim Island
Poland 48
Portugal 351
Qatar 974
Reunion Island 262
Xxxxxxx 00
Xxxxxx (XXX) 0
Xxxxxx 000
Xxxxxx
Xxxxxxxx (XXX) 0
Xxx Xxxxxx 000
Xxx Xxxx 000
Xxxxxx Xxxxxx 966
Senegal 221
Seycelles 248
Sierra Leone 232
Xxxxxxxx 00
00
For the country manager in: Singapore
Destination name: Country code: Rate per minute:
Slovenia 386
Solomon Islands 000
Xxxxxx Xxxxxxxx 000
Xxxxx Xxxxxx 00
Xxxxx 00
Xxx Xxxxx 00
Xx. Xxxxxx 000
Xx. Xxxxx 000
Xx. Xxxxx 000
Xx. Xxxxxx & Miquelon 508
St. Xxxxxxx 809
Sudan 249
Sudname 597
Swaziland 268
Xxxxxx 00
Xxxxxxxxxxx 41
Syria 963
Taiwan 886
Xxxxxxxxx (XXX) 0
Xxxxxxxx 000
Xxxxxxxx 66
Togo 000
Xxxxx 000
Xxxxxxxx xxx Xxxxxx 809
Tunisia 216
Turkey 90
Turkmenistan (CIS) 7
Turks and Caicos 809
Tuvalu 688
Uganda 256
14
For the country manager in: Singapore
Destination name: Country code: Rate per minute:
Xxxxxxx (XXX) 000
Xxxxxx Xxxx Xxxxxxxx 000
Xxxxxxx 598
Uzbekistan (CIS) 7
Vanuatu 678
Vatican City 379
Venezuela 00
Xxxxxxx 00
Xxxx Xxxxxx
Xxxxxx and Fortuna 000
Xxxxxxx Xxxxx 000
Xxxxx, Xxxxxxxx of 967
Yugoslavia 381
Zaire 243
Zambia 260
Zimbabwe 263
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For the country manager in: Singapore
EXHIBIT C TO AMENDMENT NO. 1 TO INTERCOMPANY OPERATING
AGREEMENT BETWEEN FAX INTERNATIONAL, INC. AND SINGAPORE
TELECOMMUNICATIONS LIMITED
1. Usage charges of ST pursuant to Section 5.4(b) for Transmissions
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originating outside the Territory and terminating at destinations within the
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Territory:
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Period of Applicability Per Minute Rate
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August 1995 - March 1996
April 1996
May 1996 and thereafter
2. Usage charges of ST pursuant to Section 5.4(b) for-Transmissions originating
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outside the Territory and routed via the ST Node to destinations outside the
--------------------------------------------------------------------------------
Territory:
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Destination Per Minute Rate Period of Applicability
Malaysia May 1996 and thereafter
Brunei May 1996 and thereafter
FI agrees that it shall not route Transmissions originating outside the
Territory via the ST Node to any destination outside the Territory for which ST
has not provided FI with usage charges with respect to such destination.
Destinations in addition Lo those listed above may be added to this Exhibit C,
along with ST's corresponding usage charges, upon & mutual agreement of
Fl and ST.
