PORTIONS OF THIS EXHIBIT ("CONFIDENTIAL PORTIONS") HAVE BEEN
DELETED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION ("COMMISSION")UNDER
RULE 406 OF THE SECURITIES ACT OF 1933 AND THE FREEDOM OF
INFORMATION ACT. THE CONFIDENTIAL PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE COMMISSION AND ARE IDENTIFIED IN THIS EXHIBIT
BY THE NOTATION "CT REQUESTED."
LEASE AGREEMENT
BETWEEN
COMPANHIA PORTUGUESA RADIO XXXXXXX, X.X.
AND
STARTEC, INC.
THIS AGREEMENT, made and entered into this 15th day of June 1996,
between:
COMPANHIA PORTUGUESA RADIO XXXXXXX, X.X., a corporation organized
and existing under the laws of Portugal, with the capital stock
of PTE 15.600.000.000$00, corporate body 500069131, registered in
the Commercial Registry of Lisbon under the number 10844 and
having its main office at Xx. xxxxx Xxxx, 0, 0000 Xxxxxx Codex,
Portugal (hereinafter referred to as "MARCONI", which expression
shall include its successors and assigns), and
STARTEC, INC., having its principal office at 00000 Xxxxx Xxxx
Xxxxx, Xxxxx 000, Xxxxxxxx, XX 00000, U.S.A., (hereinafter called
"STARTEC", which expression shall include its successors and
assigns).
WITNESSETH
WHEREAS MARCONI has assigned capacity in EURAFRICA and
COLUMBUS-ll systems for joint use with STARTEC for the provision
of telecommunications services between points in or reached via
the continental United States and Portugal mainland.
WHEREAS, pursuant to an Agreement dated January 1, 1996 MARCONI
and STARTEC defined the terms and conditions according to which
MARCONI sold to STARTEC the Irrevocable Right of Use (IRU) of the
half interests corresponding the western part of the circuits
intended for the establishment of telecommunications services
between STARTEC and CST, India and others.
WHEREAS this capacity in EURAFRICA and COLUMBUS-ll systems has
been used for the establishment of a [CT REQUESTED] bearer
between Lisbon and Washington D.C.
WHEREAS, the operation of this bearer is associated with the use
of a terminal equipment, which allows the optimisation of the
communications capability of such circuits.
WHEREAS, STARTEC wishes to lease from MARCONI and MARCONI is
willing to lease to STARTEC the eastern half interests in a
number of circuits for the establishment of communication
services between STARTEC and points reached via Portugal
mainland.
WHEREAS, the Parties to the present Agreement want to define
terms and conditions according to which MARCONI will provide such
capacity to STARTEC.
NOW THEREFORE, the Parties to the present Agreement, in
consideration of the mutual covenants herein expressed, covenant
and agree with each other as follows:
1. Effective from the date of this Agreement, MARCONI provides
to STARTEC the capacity corresponding to half of the eastern
part of the relevant capacity in EURAFRICA and COLUMBUS-ll
systems. These half circuits will be used for supplying
communications services between STARTEC and points reached
via Portugal mainland.
2. For the lease of the capacity as indicated in article 1
above STARTEC will pay for a period of three years to
MARCONI the monthly amount of USD 2.500. Bills for such
amounts shall be paid by STARTEC by the end of the month
following the month in which the bills are rendered.
3. Bills not paid by the due date will incur a quarterly
compounded financing charge at a rate of one hundred and
twenty five (125) percent of the LIBOR rate applicable on a
180 (one hundred eighty) day USD denominated loan, effective
during the period that the payment is overdue.
4. If the bills are not paid by STARTEC within one year after
the end of the month in which the bills are rendered,
MARCONI will be entitled to terminate automatically this
Agreement without any compensation for STARTEC.
5. Neither Party shall be liable to the other for any loss or
damage sustained by reason of any failure in or breakdown of
EURAFRICA and COLUMBUS-ll or of the facilities associated
with EURAFRICA and COLUMBUS-ll or for any interruption of
service, whatsoever shall be the cause of such failure,
breakdown or interruption, and however long it shall last.
6. The performance of this Agreement by MARCONI and STARTEC is
contingent upon the provision and continued operation of
EURAFRICA and COLUMBUS-ll, and upon the obtaining and
continuance of such approvals, consents, governmental
authorisations, licenses and permits as may be required or
be deemed necessary for this Agreement by the Parties hereto
and as may be satisfactory to them. MARCONI and STARTEC
shall use their best efforts to obtain and continue, or have
continued such approvals, consents, licenses and permits.
7. Amendments to this Agreement or to any of the conditions
contained herein shall be effected by means of another
written agreement, signed on behalf of each of the Parties
by a person duly authorised to do so.
8. The relationship between the Parties hereto shall not be
that of partners and nothing herein contained shall be
deemed to constitute a partnership between them.
9. This Agreement shall become effective on the day and year
first above written and shall continue in effect for three
years.
10. For all purposes, the addresses of the Parties of this
Agreement shall be as follows, unless otherwise designated
in writing by the respective Parties:
COMPANHIA PORTUGUESA RADIO XXXXXXX, XX
Xx. xxxxx Xxxx, x 0
0000 XXXXXX CODEX
PORTUGAL
STARTEC,INC.
00000 Xxxxx Xxxx Xxxxx
Xxxxx 000, Xxxxxxxx
XX 00000, X.X.X.
11. This Agreement shall be executed in two counterparts and
each such counterpart shall together, as well as separately,
constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties hereto have severally subscribed
these presents or caused them to be subscribed in their names and
behalf by their respective officers thereunto duly authorised.
COMPANHIA PORTUGUESA RADIO XXXXXXX, XX
by:
STARTEC, INC.
by: /S/
