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Exhibit 10.12(c)
AMENDMENT TO
INTERCONNECTION AGREEMENT
MERCURY COMMUNICATIONS LIMITED
and
NYNEX CABLECOMMS LIMITED
11 FEBRUARY 1997
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AMENDMENT TO INTERCONNECTION AGREEMENT
THIS AGREEMENT is made the eleventh day of February 1997 between:
(I) MERCURY COMMUNICATIONS LIMITED whose registered office is at New
Mercury House, 26 Red Lion Square, London WC1R 4HQ whose registered
number is 1541957 ("Mercury") and
(II) NYNEX CABLECOMMS LIMITED whose registered office is at The Tolworth
Tower, Ewell Road, Surbiton, Surrey KT6 7ED whose registered number is
2664006 acting for and on behalf of itself and as agent for and on
behalf of each of the franchise companies specified in Part 1 of
Appendix Z to the Interconnection Agreement (as defined below)
(collectively "NYNEX").
WHEREAS
A. Mercury and Nynex have entered into an Interconnection Agreement dated
11th November 1996 (referred to herein as "the Interconnection
Agreement").
B. Mercury and Nynex have agreed to modify the Interconnection Agreement
in accordance with the terms of this Agreement.
IT IS HEREBY AGREED as follows:
1. INTERPRETATION
1.1 This Agreement amends the Interconnection Agreement, and the terms of
this Agreement shall be incorporated into the Interconnection Agreement.
1.2 Words and expressions defined in Schedule 1 of the Interconnection
Agreement shall have the same meaning in this Agreement.
1.3 In this Agreement the following words and expression shall have the
following meanings:
"BT Matrix" means the first version of the de-averaged EBC
Matrix Build 007 published by BT and to be used
with effect from 1st October 1996;
"Cellnet/Vodafone Direct
Dial Mobile Numbers" means those access numbers specified in
Schedule 2 of this Agreement and any other
numbers which Cellnet or Vodafone may introduce
during the Discount Period for the purpose of
direct dial access to their mobile customers;
"Discount Period" means 13th November 1996 to 31st March 1997;
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"National Double
Tandem Calls" means all Transit National Calls listed as double plus
tandem calls falling within banks 527, 528 and 529 of the
BT Matrix;
"Rebate" means the rebate payable in accordance with Clause 3.
2. NYNEX OBLIGATIONS
2.1 Nynex undertakes during the Discount Period to convey all Calls in the
categories listed below which originate on the Nynex System to the Mercury
System. The categories are:
a) National Double Tandem Calls;
b) International Calls;
c) Calls addressed to Cellnet/Vodafone Direct Dial Mobile Numbers
2.2 Nynex will endeavor to convey to the Mercury system at least the minimum
volumes of Calls specified in Schedule 1.
2.3 Nynex will supply Mercury on reasonable written request with information,
data and statistics relating to Calls of the types specified in Clause 2.1
of this Agreement, sufficient to show that Nynex is complying with its
obligations hereunder.
3. REBATE
3.1 Provided Nynex complies with Clause 2 hereof during the whole of the
Discount Period Mercury shall pay a Rebate to Nynex equivalent to 15% of
all charges due from Nynex to Mercury in respect of International Calls
during the Discount Period.
3.2 In the event that Nynex fails to achieve the minimum volumes specified in
Clause 2.2, Nynex shall nevertheless be entitled to the Rebate in
accordance with this Clause 3, provided that Mercury is reasonably
satisfied that Nynex has complied with Clause 2.1 hereof for the whole of
the Discount Period.
3.3 The Rebate shall be calculated by Mercury and, subject to Nynex's
agreement, paid by way of a credit against the next invoice issued by
Mercury to Nynex under the Interconnection Agreement following the end of
the Discount Period.
3.4 Should there be a dispute as to the rebated amount, the relevant procedures
in the Interconnection Agreement shall apply.
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3.5 The Interconnection Agreement shall continue in full effect except as
expressly varied hereby.
4. TERMINATION
4.1 This Agreement shall terminate automatically upon receipt in full by Nynex
of the Rebate or if the Interconnection Agreement is terminated for any
reason.
4.2 Both parties reserve the right to terminate this Agreement forthwith by
notice in writing if the other party commits a breach of any of its
obligations under this Agreement.
4.3 Nynex may terminate this Agreement by notice in writing at any time prior
to the end of the Discount Period.
4.4 Where this Agreement is terminated as a result of a breach by Nynex or by
notice from Nynex under Clause 4.3 prior to the end of the Discount Period
no Rebate or any part thereof shall be payable.
4.5 Where this Agreement is terminated as a result of a breach by Mercury the
Rebate shall be payable in respect of the period up to termination but not
thereafter.
4.6 Expiry or termination of this Agreement shall not serve to terminate the
Interconnection Agreement.
5. ENTIRE AGREEMENT
This Agreement together with the Interconnection Agreement constitutes the
entire understanding between the parties in relation to their obligations
and the availability of the Rebate hereunder, and shall supersede and
replace all previous agreements, understandings or commitments between the
Parties or representations made by either Party whether oral or written
with respect to such matters.
AS WITNESS the hands of the duly authorized representatives of the Parties at
the date first above written
) Ian Ashby, Managing Director of Partner Services for
/s/ IAN F. ASHBY ) and on behalf of Mercury Communications Limited
)
) Paul Repp, Executive Director; Chief Legal and
) Regulatory Officer and Company Secretary for and on
) behalf of NYNEX CableComms Limited and as agent
/s/ PAUL REPP ) for and on behalf of the 16 franchise) companies
) specified in Part 1 of Appendix 2 to the Interconnection
) Agreement
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SCHEDULE 1
International Actual traffic 1/11/96-31/3/96
- - ------------- 1/10/96 1/10/96 August 96 Traffic Projection
Country Std Econ Total (kmins) Total (kmins)
- - ------------- ------- ------- -------------- ------------------
Australia 16.75 14.75 126 690
Austria 16.75 14.95 13 69
Belgium 14.85 14.05 36 198
Canada 7.95 7.95 109 600
China 60.42 57.69 2 13
Denmark 12.95 12.95 26 142
Egypt 48.95 48.95 7 38
France 11.95 9.75 212 1166
Germany 12.30 11.85 200 1099
Gibraltar 17.35 14.46 1 6
Greece 20.00 18.71 32 178
Guyana 56.21 54.71 20 108
Hong Kong 21.50 21.50 31 172
India 40.95 39.95 37 203
Indonesia 47.75 47.75 4 20
Iran 55.95 54.00 9 48
Irish Republic 10.40 7.15 288 1585
Israel 30.95 39.95 9 50
Italy 17.00 15.85 71 389
Japan 19.95 19.95 10 57
Malaysia 35.50 35.50 14 77
Netherlands 13.05 11.75 76 420
New Zealand 20.45 18.95 43 238
Norway 13.45 11.95 17 94
Poland 18.10 15.20 14 75
Portugal 18.10 16.20 37 206
Russia 39.95 39.95 9 51
Saudi Arabia 51.50 45.30 17 92
South Africa 35.00 35.00 41 226
Spain 18.00 16.20 151 830
Sweden 12.85 10.85 33 184
Switzerland 11.95 10.05 33 182
Taiwan 43.00 43.00 5 30
Thailand 49.95 49.95 10 55
Turkey 23.35 19.75 28 152
United Arab 39.95 37.35 13 72
Emirates
USA 7.15 7.15 438 2407
- - ----------
UK National
Target traffic for period: 137.5 million minutes
Cellnet & Vodafone Mobile
Target traffic for period: 8.34 million minutes
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SCHEDULE 2
DIRECT DIAL NUMBERS
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Numbers on the Vodafone Network:
Dial code ranges: 0370, 0374, 0378, 0385, 0421, 0441, 0468, 0831 and 0836,
excluding sub ranges 0374-5, 0385-6, 0421-1, 0836-0, 0836-1, 0836-4, 0836-8 and
0836-9.
Numbers on the Cellnet Network:
Dial code ranges: 0401, 0402, 0410, 0411, 0585, 0589, 0802, 0850 and 0860,
excluding sub range 0401-5.