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EXHIBIT 10.8
EXECUTION COPY
AMENDED AND RESTATED
U.S. MANAGEMENT AGREEMENT
Dated as of March 2, 1999
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TABLE OF CONTENTS
Page
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ARTICLE I APPOINTMENT............................................................................................2
1.01 Appointment...........................................................................................2
1.02 Acceptance............................................................................................3
ARTICLE II GENERAL SERVICES......................................................................................4
2.01 Services..............................................................................................4
2.02 Management and Operating Experience...................................................................4
ARTICLE III MANAGEMENT...........................................................................................4
3.01 Responsibility of GTE.................................................................................4
3.02 Strategic Plans.......................................................................................6
3.03 Organizational Structure and Designation of Personnel.................................................7
3.04 Legal Compliance......................................................................................8
ARTICLE IV PAYMENTS..............................................................................................8
4.01 Fee for Management Expertise..........................................................................8
4.02 Reimbursable Expenses.................................................................................8
4.03 Withholding Taxes.....................................................................................9
ARTICLE V ADDITIONAL SERVICES....................................................................................9
5.01 Additional Services...................................................................................9
5.02 Fees and Form of Payment..............................................................................9
ARTICLE VI INDEMNIFICATION.......................................................................................9
6.01 Indemnification by Company............................................................................9
6.02 Indemnification by GTE...............................................................................10
6.03 Disclaimer of Warranties.............................................................................10
6.04 Limitation on Liability..............................................................................10
ARTICLE VII DURATION............................................................................................11
7.01 Initial Term.........................................................................................11
7.02 Extension............................................................................................11
7.03 Use of Management Expertise After Termination........................................................11
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ARTICLE VIII TERMINATION........................................................................................11
8.01 Termination by the Company...........................................................................11
8.02 Termination by GTE...................................................................................12
8.03 Effect of Termination................................................................................12
8.04 Non-fulfillment......................................................................................12
ARTICLE IX GENERAL PROVISIONS...................................................................................13
9.01 Amendments...........................................................................................13
9.02 Jurisdiction.........................................................................................13
9.03 Successors and Assigns...............................................................................14
9.04 Confidentiality......................................................................................14
9.05 Applicable Law.......................................................................................15
9.06 Severability.........................................................................................16
9.07 Notices..............................................................................................16
9.08 Third Party Beneficiaries............................................................................17
9.09 No Authority to Bind.................................................................................18
9.10 Defined Terms........................................................................................18
9.11 Director Approval....................................................................................18
9.12 Counterparts.........................................................................................18
9.13 Effect of Amendment..................................................................................18
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AMENDED AND RESTATED
U.S. MANAGEMENT AGREEMENT
AMENDED AND RESTATED MANAGEMENT AGREEMENT dated as of March 2, 1999 by and
among TELECOMUNICACIONES DE PUERTO RICO, INC., a Puerto Rico corporation
("Company"), PUERTO RICO TELEPHONE COMPANY, INC., a Puerto Rico corporation
("PRTC"), and GTE INTERNATIONAL TELECOMMUNICATIONS INCORPORATED, a Delaware
corporation ("GTE").
W I T N E S S E T H:
WHEREAS, GTE Holdings (Puerto Rico) LLC ("Purchaser"), a limited liability
company organized under the laws of Delaware, the Company, GTE and the Puerto
Rico Telephone Authority ("PRTA"), a public corporation and government
instrumentality of the Commonwealth of Puerto Rico ("Puerto Rico"), have entered
into an Amended and Restated Stock Purchase Agreement dated July 21, 1998, as
amended from time to time (the "Stock Purchase Agreement"), pursuant to which
Purchaser initially acquired 40.01% plus one share of the Company's issued and
outstanding shares of common stock;
WHEREAS, the Company owns 100% of the capital stock of CELULARES
TELEFONICA, INC., a Puerto Rico corporation ("CTI") and PRTC;
WHEREAS, GTE owns 100% of the capital stock of Purchaser;
WHEREAS, GTE has the management, technical and financial capability, and is
committed, to develop and maintain the Company's telecommunications system as a
technologically advanced, efficient system for the benefit of Puerto Rico and
its citizens;
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WHEREAS, the Company, PRTC and its Affiliates desire to benefit from, and
GTE desires to provide the Company, PRTC and its Affiliates with, access to
management, policy, operational and marketing experience, of GTE and its
affiliates (collectively, the "Management Expertise"), insofar as such
Management Expertise 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 Management Expertise to be provided pursuant to this Agreement
will be provided by GTE and its affiliates and received by the Company, PRTC and
its Affiliates in the United States outside of Puerto Rico.
NOW THEREFORE, in consideration of the foregoing, it is agreed by and among
the parties hereto as follows:
ARTICLE I
APPOINTMENT
1.01 Appointment. PRTC hereby appoints GTE to manage and advise, and
provide proprietary and other Management Expertise in the United States or
elsewhere outside of Puerto Rico on all significant aspects of the operations
and administration of the businesses of PRTC and its Affiliates, subject to the
terms and conditions hereof, the Stock Purchase Agreement, the Shareholders
Agreement of even date herewith among the Company and its shareholders (the
"Shareholders Agreement"), the Certificates of Incorporation and Bylaws of the
Company and each such Affiliate of the Company, and the general authority,
supervision and control of the Company acting through its Board of Directors.
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It is understood that GTE's services are limited to offering advisory
assistance, direction and provision of knowledge and experience, while the
Company, PRTC and its Affiliates shall be responsible for developing and
implementing activities. No provision of this Agreement shall be read to require
GTE or its affiliates to make monetary contributions or loans to the Company,
PRTC or its Affiliates.
1.02 Acceptance. GTE hereby accepts its appointment hereunder and agrees to
make available in the United States or elsewhere outside of Puerto Rico such
skills, services and Management Expertise, to work in good faith and in close
cooperation with PRTC and its Affiliates, and to strengthen the strategic
position of PRTC and its Affiliates in the telecommunications and related
industries with the goal of making it a more business-driven, customer-oriented
and technologically advanced telecommunications operator, capable of providing a
broad range of telecommunications products and services to its customers. GTE
agrees that the businesses of PRTC and its Affiliates are to be operated in a
modern and efficient manner applying Management Expertise in a manner no less
favorable to PRTC and its Affiliates than that which GTE's ultimate parent
company ("Parent") applies to such Parent's own wholly owned operations and
businesses in its principal place of business.
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ARTICLE II
GENERAL SERVICES
2.01 Services.
(a) GTE agrees to make available to PRTC and its Affiliates GTE's
management advice and services and general legal and regulatory advice.
(b) All the inventions, improvements, discoveries, software programs
and other forms of technology or industrial property carried out, conceived or
developed, during the duration of this Agreement, whether in fact or implicitly,
as a result of any work effected by PRTC and its Affiliates, shall be and
continue to be the property of PRTC and its Affiliates.
2.02 Management and Operating Experience. GTE will provide its services by
coordination with Company management and by means of making GTE's management
personnel available to PRTC and its Affiliates, as more fully described in this
Agreement, as well as assisting in the training of existing and future personnel
of PRTC and its Affiliates, including management, technical, sales, marketing,
customer service and administrative personnel.
ARTICLE III
MANAGEMENT
3.01 Responsibility of GTE.
(a) GTE shall be responsible for providing advice and direction
regarding the management, operations, and business of PRTC and its Affiliates,
including, but not limited to, the development and implementation of general
performance policies, the organizational structure, annual budgets and the
business and strategic plans ("Strategic Plans"), as described in Section
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3.02. To this end, PRTC and its Affiliates shall provide to GTE all the
information requested by GTE and unrestricted access to books, records and other
data that GTE deems advisable for exercising its management advisory
responsibilities.
(b) GTE shall make available to PRTC and its Affiliates its experience
and information and theoretical and practical knowledge owned or used by GTE, in
its capacity as a telecommunications provider and service operator, including
those methods and procedures GTE presently knows and uses, as well as all those
resulting from the future development of GTE's knowledge and experience, with
the aim of improving and enhancing the operations, business and value of the
Company through the application of operating strategies and management policies
and practices available.
(c) For the purpose of fulfilling its obligations under this Article
III, GTE shall make experienced representatives of the management of each of its
existing organizational areas and those of its affiliates available to PRTC and
its Affiliates and shall offer to PRTC and its Affiliates, the tangible and
intangible benefits arising from the relationship with GTE including, among
other things, economies of scale in the purchase of equipment and expansion and
modernization of networks. GTE shall provide follow up and counseling relating
both to traffic and operations, as well as to the commercial aspects and
organization of PRTC and its Affiliates. At all times PRTC and its Affiliates
may consult with GTE and may request advice of GTE on any question relating to
its business activities.
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(d) Upon mutual agreement of the Company and GTE, GTE shall assist in
the negotiations for the Company and its Affiliates to obtain certain technology
from outside sources other than GTE or any Affiliate thereof.
3.02 Strategic Plans.
(a) Within one hundred twenty (120) days of Closing and, for each
subsequent year, at least thirty (but not more than ninety) days prior to the
beginning of the Company's fiscal year, GTE shall use its management expertise
and experience to develop a Strategic Plan for PRTC and its Affiliates and for
the approval of the Company's Board of Directors. GTE shall assist PRTC and its
Affiliates in implementing such Strategic Plan. Such Strategic Plan shall
include:
(i) Business strategies; planning (including technical,
commercial, acquisitions, information systems and real property) and short,
medium and long term timetables for the fulfillment of the plans;
(ii) Financial aspects, with particular emphasis on the analysis
of the financing needs and the utilization of the most suitable financing
sources; improving the Company's return on capital invested; and assistance
regarding the relationship with financial institutions and entities in order to
obtain optimal financing; and
(iii) Administration and human resources, with particular
reference to the adoption of the most advisable administrative, accounting, tax,
budgetary and fiscal practices, methods and controls.
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(b) Each Strategic Plan shall be developed by GTE and presented to the
Board of Directors of the Company (the "Board") for its approval if required by
the Shareholders Agreement.
3.03 Organizational Structure and Designation of Personnel.
(a) GTE shall be responsible for advising the Company on any
restructuring of the organizational structure of the Company and its Affiliates
(the "Organizational Structure") which GTE deems advisable and proposing to the
Company, from time to time, the personnel to occupy positions within the Company
and its Affiliates. At any time, GTE may propose modifications to the
Organizational Structure and propose the replacement of personnel at any level,
including management; provided, however, that any such action shall strictly
comply with all pertinent labor laws, regulations, and agreements (including the
Stock Purchase Agreement and the Shareholders Agreement). The designation and/or
ratification of senior management and changes in the Organizational Structure
shall be subject, where appropriate, to the approval of the Board in accordance
with the Company's By-laws; and
(b) The officers and management employees proposed by GTE shall, to
the knowledge of GTE, have the professional and technical qualifications to
perform the functions that in each case are assigned to them. GTE shall assess
such qualifications on the basis of objective evaluation methods. Such persons
may come from GTE and its affiliates, from the Company or its Affiliates through
internal promotion or from unaffiliated third parties.
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3.04 Legal Compliance. GTE represents that it has complied with the
requirements of Article 8(e) of Act No. 54 and certifies that:
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 PRTC while discharging his/her public service duties.
ARTICLE IV
PAYMENTS
4.01 Fee for Management Expertise. PRTC shall pay GTE as the exclusive
compensation for the services referred to in this Agreement (other than pursuant
to Section 4.02 or Article V), an annual fee (the "Fee") equal to the amounts
set forth in column 1 on Exhibit A; provided, however, that in no event will the
Fee, together with the fee payable for the corresponding period by PRTC under
the Puerto Rico Management Agreement by and among the Company, PRTC, and GTE,
dated as of the date hereof (the "Puerto Rico Management Agreement"), exceed the
Applicable Percentage set forth in Column 2 on Exhibit A of the Company's EBITDA
(as defined in the Technology License Agreement and taking into account the
provision of Section 3.2(b) of the Technology License Agreement) for the
applicable year. The Fee will be paid quarterly on the dates the Royalty is
payable under the Technology License Agreement, and shall be paid to the account
and in the manner set forth in the Technology License Agreement (including
Section 3.2(b) in respect of the Royalty thereunder).
4.02 Reimbursable Expenses. GTE shall be entitled to be reimbursed from
time to time for transportation expenses, meals
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and lodging expenses incurred by its personnel in performing its obligations
hereunder.
4.03 Withholding Taxes. 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.
ARTICLE V
ADDITIONAL SERVICES
5.01 Additional Services. It is expressly understood that GTE shall, at the
request of PRTC, make available for sale to PRTC and its Affiliates such
additional services (the "Additional Services") that PRTC deems necessary to
accomplish the objectives set forth in this Agreement and that GTE is capable of
providing subject to the provisions of the Shareholders Agreement.
5.02 Fees and Form of Payment. Any agreement to provide such Additional
Services shall be subject to customary arm's length commercial terms which are
fair to PRTC and subject to the provisions of the Shareholders Agreement.
ARTICLE VI
INDEMNIFICATION
6.01 Indemnification by Company. The Company shall indemnify GTE, its
directors, officers, employees and affiliates from and against any liability,
loss (excluding incidental, special and consequential damages and loss of
profit), damage, claim, action or other cost or expense (including without
limitation, reasonable attorneys fees and expenses)
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(collectively, "Losses"), arising out of GTE performing its obligations
hereunder, except to the extent of GTE's willful misconduct.
6.02 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 or its affiliates may suffer as a result of any material breach of
any agreement or undertaking by GTE in this Agreement to the extent of third
party claims against the Company, PRTC or its Affiliates with respect thereto.
6.03 Disclaimer of Warranties. It is expressly understood that GTE makes no
warranty to the Company or its Affiliates with respect to the performance or
fitness for any purpose of the products or services contemplated by this
Agreement. GTE expressly disclaims all warranties including, without limitation,
the implied warranties of merchantability and fitness for a particular purpose.
6.04 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 Article V as to
which the separate arrangements with respect thereto shall govern) other than
any breach or alleged breach by GTE of Sections 6.02 and 9.04 shall be to
terminate this Agreement and any obligation to make any and all future payments
hereunder.
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ARTICLE VII
DURATION
7.01 Initial Term. This Agreement shall become effective as of the date
hereof, and shall have an initial duration of five (5) years.
7.02 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 and the Board of Directors of PRTC.
7.03 Use of Management Expertise After Termination. Upon expiration or
termination of this Agreement for any reason, PRTC and its Affiliates may
continue utilizing all knowledge or know-how received from delivery of
Management Expertise made available to them by GTE pursuant to this Agreement
without the payment of any additional compensation to GTE or any of its
Affiliates.
ARTICLE VIII
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:
8.01 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 (other than
agreements entered into pursuant to Article V hereof), as covered in Section
8.04 of this Agreement;
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(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;
(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 the Technology License Agreement or the Puerto
Rico Management Agreement.
8.02 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 any Fee; or
(b) non-fulfillment of this Agreement by the Company, as covered in
Section 8.04 of this Agreement.
8.03 Effect of Termination. Except as provided in Section 8.04 below,
termination shall be effective immediately upon the occurrence of any event
described in Sections 8.01 and 8.02 above.
8.04 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
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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 IX
GENERAL PROVISIONS
9.01 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.
9.02 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
such suit, action or proceeding except in such courts. Each party hereby agrees
that service of any process, summons, notice or document by U.S. registered mail
addressed to it 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
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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.
9.03 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 party 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.
9.04 Confidentiality.
(a) (i) All non-public documentation, information and Management
Expertise 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
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GTE but this shall not affect the receiving party's right to continue using such
GTE Information on a non-exclusive, confidential basis after termination of this
Agreement pursuant to Section 7.03 hereof;
(ii) All non-public documentation and information of the Company and
its subsidiaries (the "Company Information") obtained by GTE in the course of
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.
9.05 Applicable Law. This Agreement is subject to and shall be construed in
accordance with the internal laws of Puerto Rico
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applicable to contracts made and to be performed in Puerto Rico. The obligations
of GTE are subject to its obligations to comply with applicable laws and
regulations.
9.06 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.
9.07 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: President
with a copy to (for so long as PRTA or any other Puerto Rico
Entity is a 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
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00
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
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 International Telecommunications Incorporated
0000 Xxxxx X'Xxxxxx Xxxxxxxxx
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Mr. Fares Xxxxxxx
9.08 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; 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 VIII hereof, directly, without first making
demand upon
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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.
9.09 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.
9.10 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 of the Technology License Agreement.
(b) "Affiliates" when used in reference to the Company or PRTC shall
mean the Company and subsidiaries of the Company.
9.11 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
7.02 and Article VIII 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.
9.12 Counterparts. This Agreement may be signed in multiple counterparts,
subject to the execution of at least one of such counterparts by each of the
parties hereto.
9.13 Effect of Amendment. This Amended and Restated U.S. Management
Agreement supersedes the U.S. Management Agreement signed on March 2, 1999.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
TELECOMUNICACIONES DE PUERTO RICO, INC.
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
PUERTO RICO TELEPHONE COMPANY, INC.
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
GTE INTERNATIONAL
TELECOMMUNICATIONS INCORPORATED
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
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EXHIBIT A
(U.S.)
Column 1 Column 2
-------- --------
Applicable
Percentage
Year Fee of EBITDA
---- --- -----------
1 $3,287,000 8%
2 $8,259,000 8%
3 $7,425,000 7%
4 $7,989,000 7%
5 $6,878,000 6%
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