INTERNATIONAL OPERATING AGREEMENT
This agreement concluded the 30th day of November 1995, by and between The
Hondurena Telecomunications Company (hereinafter called HONDUTEL, which shall
include it successors or permitted assigns) having its principal office at the
Telecommunications Building, Colon Avenue, Tegucigalpa Honduras and PRIMUS
TELECOMUNICATIONS, INC. (hereinafter called PRIMUS, which shall include its
successors or permitted assigns) a corporation organized and existing under the
laws of the State of Virginia and having its offices at 0000 Xxxxxxxxxx Xxxxx
00xx Xxxxx, XxXxxx, Xxxxxxxx 00000.
PURPOSE:
Whereas, PRIMUS operates it facilities across the United States, its territories
to include the territories of Puerto Rico, Virgin Islands and Guam which
constitute a telecommunications system within the United States of America.
Honduras operates telecommunications facilities in Honduras to provide
international service within Honduras and whereas HONDUTEL and PRIMUS desire to
jointly provide international telecommunications service between Honduras and
the United States and points beyond; now therefore the named parties in
consideration of the mutual agreement hereby agree to as follows:
1. ESTABLISHMENT OF SERVICE:
The interested parties agree to establish and continue telecommunications
services between Honduras and the United
-1-
States in accordance with the following terms and conditions stated on this
agreement.
2. SERVICES PROVIDED:
The long distance international telecommunications services provided are those
reflected in Annex A (Services) which comprise an integral part of this
agreement without prejudice for the other services which can be provided at a
later date in accordance with this agreement. Each party agrees to provide the
equipment and means necessary to provide in a continuous fashion the levels and
quality of service universally accepted in each country. International phone
service provided between HONDUTEL and PRIMUS shall be automatic and semi-
automatic, the latter to include person to person, station to station, reverse
charges and direct dial. Callback service between Honduras and the United States
or third countries shall not be offered nor provided to its customers in the
United States or Honduras. The services, subject of this agreement may be
modified or broadened upon concurrence of both parties and it changes
incorporated into this agreement herein.
3. NATIONAL TARIFFS
The charges that result to the customers for services are hereafter referred to
as "National Tariffs" and may be stated in foreign currency, allowing each party
to liberally determine
-2-
National Tariffs to be applied to each of the services detailed in Annex A
(Services) of this agreement.
4. DIVISION OF REVENUE:
The division of revenue and proportional division of revenues for telephone
services between Honduras and the United States will be in accordance with those
described in Annex B.
5. PREPARATION AND ESTABLISHMENT OF BILLINGS:
A. MONTHLY STATEMENTS:
1. Each party shall prepare a monthly billing including, but not limited
to, the number of calls by class of service, the number of minutes and the
share of accounting rate credited to the other. Each party shall forward
such monthly billing as soon as practicable after the calendar month to
which the billing relates, but in no event later than the end of the second
calendar month following the month to which the billing relates. In case
of delay the parties shall notify one another. (see Annex C)
2. No credit allowance shall be made in the monthly notice for
uncollectible amounts. Each party shall be responsible for its own
uncollectibles. However customer credits resulting from defective service
from the monthly notices submitted to the other party may be deducted,
provided such deduction is made before the monthly notice involved is
forwarded to the other party.
-3-
B. PAYMENTS OF STATEMENTS DUE:
1. The amount due each month as covered by monthly billing, shall be
reduced to a net balance due each party, Net balances due one party to the
other shall be paid by the owing party as soon as possible, but in no event
later than six weeks after the monthly billing. A balance owed should not
be delayed pending an adjustments to a xxxxxxxx.
2. Payments made to xxxxxxxx presented under this agreement shall be made
by the parties in US dollars.
6. DELAYED PAYMENTS:
Notwithstanding the stipulations of this agreement, if there is a delay on the
part of the parties of the net balance due, in accordance with paragraph 5.b.,
the party owed may notify the owing party in writing, ninety (90) days after the
payment due date of the restriction or suspension of services stipulated in this
agreement. The party being owed may terminate his obligation stated in the
agreement until the balance due is paid.
7. ROUTES AND SERVICING OF FACILITIES:
a. The telecommunications services cover this agreement shall be served
by;
(1) Dedicated circuits between Honduras and the United States.
(2) Circuits transiting other countries.
-4-
(3) Combination of dedicated and transiting circuits agreed upon by both
parties.
b. Each party shall provide, at its own expense the telecommunication
facilities located within its area of operation necessary to provide
service between Honduras and the United States.
c. Each party shall provide, at its own expense, half of the international
telecommunications facilities necessary to provide services between
Honduras and The United States.
d. Each party shall maintain interconnectivity of international circuits
within the national network within its country or territories.
e. Each party shall notify the other as soon as practicable of any failure
in its facility in its area of operations that will result in an extended
interruption of service between Honduras and the United States.
8. TECHNICAL AND OPERATIONAL MATTERS
Unless agreed upon by both parties, the technical and operational methods of
operations applied by the parties will be in accordance with the recommendations
of the International of the Telecommunications Union (ITU) and any future
revision of the same.
9. RESPONSIBILITIES:
-5-
Neither party shall be liable to the other for any loss or damage sustained by
any failure, breakdown of the communications facilities or any interruption of
service set forth on this agreement.
10. PROPRIETARY INFORMATION:
Any and all information produced as a result of this agreement and considered
private by either party shall be maintained in strict confidence by the party
that receives it, and can only be revealed to a third party upon prior approval
of the corresponding party. if the information is prepared in writing, it should
clearly be stated by the preparing party that the information is proprietary; if
related orally, the party should state he is sharing proprietary information, at
the time of the discussion, following up same in writing.
11. GOVERNMENTAL APPROVALS:
The parties agree with regard to all commitments and obligations to which they
subject themselves under this agreement to lend themselves a full cooperation in
obtaining and continuance of all necessary governmental licenses, consents,
permit, authorizations and approvals required by the laws of each country.
12. ADDRESSES:
-6-
For purposes of this agreement, it is agreed the following will be the addresses
for the parties involved:
PRIMUS TELECOMUNICATIONS, INC.
0000 XXXXXXXXXX XXXXX 00XX XXXXX,
XXXXXX, XXXXXXXX 00000, X.X.X.
ATTN: XX. XXXX XXXXXX III
VICE PRESIDENT
EMPRESA HONDURERA DE TELECOMUNICACIONES (HONDUTEL)
XXXXXXX XX XXXXXXXXXXXXXXXXXX, XXX. XXXXX
XXXXXXXX XXXXXX Xx. 0000
TEGUCIGALPA, M.D.C. HONDURAS, C.A.
ATTN: XXXXXXX XXXX XXXXX XXXXXXXXX
GERENTE GENERAL
13. EFFECTIVE DATE AND DURATION
This agreement shall be in effect on the 30th day of November 1995 and shall be
in effect until one of the parties communicates to the other in writing to
terminate this agreement giving not less than one (1) year notice. Any
correspondence regarding the termination of this agreement will be considered a
valid document, thirty (30) days from the date the letter is sent to the address
indicated in paragraph 12. Any monies due to either party, pursuant to
paragraphs 5 and 6, to this agreement shall not be affected by any such
termination.
-7-
14. MODIFICATION AND ADDITIONS:
This agreement and any addition or annex it contains can be modified or expanded
in writing only and signed only by authorized personnel representing each of the
parties.
15. RELATIONSHIP OF THE PARTIES:
The relationship between HONDUTEL and PRIMUS with regard to this agreement shall
be as coequals in jointly providing telecommunications services and in no case
should it be construed as an association between the parties as such each will
limit his obligation to those stated in this agreement.
16. ASSIGNMENT:
This agreement shall not be transferred or assigned by PRIMUS without the
written consent of HONDUTEL, and similarly it shall not be transferred or
assigned by HONDUTEL, without the written consent of PRIMUS. Notwithstanding
the foregoing, either party may, without the other's consent, make an assignment
to a successor, affiliate, subsidiary or to any entity under the same control of
such party. In the event of any such assignment, the successor shall undertake,
in writing to the other party, the performance and liability for these
obligations, duties and interests which are a part of this agreement and the
predecessor shall be relieved of such obligations, duties, and interests, except
for matters arising out of events occurring prior to the date of such
undertaking.
-8-
17. MISCELLANEOUS PROVISIONS:
Nothing on this agreement shall restrict or prejudice the rights of one or the
other parties for reaching similar service agreement with other parties.
The headings for each of the paragraphs in this agreement serve only as points
of reference and under no circumstances shall they define, modify or restrict
the significance or interpretation of the terms or conditions herein . No
agreement or decision of one or the other parties may impose any provision of
same or interpret same to violate the provisions of this agreement.
This agreements should be written in English and Spanish in two copies; each
shall be considered an original with identical legal effect. This agreement
will be executed by the authorized parties mentioned herein.
/s/ Xxxx Xxxxx Xxxxxxxxx January 2, 1996
_______________________________________ ________________
EMPRESA HONDURENA DE TELECOMUNICACIONES DATE
XXXXXXX XXXX XXXXX XXXXXXXXX
GERENTE GENERAL
/s/ Xxxx Xxxxxx January 2, 1996
_______________________________________ ________________
PRIMUS TELECOMUNICATIONS, INC. DATE
XX. XXXX XXXXXX III
VICE PRESIDENT
-9-
ANEXO A
SERVICES
SERVICES
The following are services available to the customers On each country;
Telephone Service:
International automatic direct dial
Semiautomatic Person to Person
Semiautomatic Station to Station
Reversed Charge calls
Direct Dial
Circuits leased to third patties:
Television Service:
Radio Transmissions:
These services will be provided by and under contracts or other legal methods
established for such services.
Other Services:
Other services will be agreed upon mutually, such as data transmission, video
conferencing, prepaid or debit card, etc. in accordance with the availability of
the parties.
Special Service:
When a telecomunications company requires the services of the other in the
others country, (Presidential visits, etc) the party whose country is being
visited, shall be responsible for coordinating the required services.
Callback Services:
Callback services between Honduras and the United States and to third countries
should not be offered to customers in the United States in the United States nor
Honduras.
-10-
ANEXO B
DISTRIBUTION OF TARIFS AND SHARED TARIF DISTRIBUTION
----------------------------------------------------
Rate of Billing US $ 1.50/Minute
SHARED TARIFS OF BILLING RATE FOR TRAFFIC TERMINATING IN THE UNITED STATES.
--------------------------------------------------------------------------
TO HONDUTEL TO PRIMUS
PER MINUTE PER MINUTE
----------- ----------
US$ 0.75 US$ 0.75
SHARED TARIFS OF BILLING RATE FOR TRAFFIC TERMINATING IN HONDURAS.
-----------------------------------------------------------------
TO HONDUTEL TO PRIMUS
PER MINUTE PER MINUTE
----------- ----------
US$ 0.75 US$ 0.75
This rate is applicable to all categories of traffic covered by this agreement
and is expressed in US dollars.
-11-
ANEXO C
PAYMENT PROCEDURES
a. For payments HONDUTEL reports to PRIMUS outgoing traffic from Honduras to
PRIMUS.
1. Automatic traffic
2. Semi-automatic traffic (Operator assisted, station to station and
person to person)
3. Incoming reverse charges (collect calls to Honduras)
b. For payment PRIMUS reports to HONDUTEL:
1. Automatic traffic
2. Outgoing Service Automatic traffic.
3. Incoming reverse Charges (collect calls to the United State).
-12-
