EX-4.(A).29 8 u45961exv4wxayw29.txt GENERAL LICENSE FOR PARTNER AMENDMENT # 14 [TRANSLATION FROM HEBREW] EXHIBIT 4.(a).29 [State Emblem] THE STATE OF ISRAEL MINISTRY OF COMMUNICATIONS GENERAL LICENSE FOR PARTNER COMMUNICATIONS LTD. FOR THE PROVISION OF MOBILE RADIO TELEPHONE (MRT) SERVICES USING THE CELLULAR METHOD AMENDMENT NO. 14 By virtue of my powers under the Communications Law (Telecommunications and Broadcasts), 5742-1982, the Wireless Telegraph Ordinance [New Version], 5732-1972 and by all my other powers under any law, and pursuant to Tender No. 1/01 for an Integrated License for the Provision of MRT Services in Israel, and having considered the arguments of PARTNER COMMUNICATIONS COMPANY LTD. (hereinafter: "PARTNER") I hereby amend the General License granted to Partner on 7 April 1998 (hereinafter: the "GENERAL LICENSE"), as follows: AMENDMENT OF CLAUSE 1.1 1. The following shall be inserted after the definition of "TELECOMMUNICATIONS": " "FRANCHISEE" As defined in section 6L(1) of the Law;" 2. The following shall be inserted after the definition of "LICENSEE": " "GENERAL LICENSEE" A person who has received a general license to effect telecommunications activities and to provide telecommunications services; "BROADCAST LICENSEE" - as defined in the Law;" 3. The following shall replace the definition of "THE LAW": " "THE LAW" The Communications Law (Telecommunications and Broadcasts), 5742-1982(1);" 4. The following shall be inserted after the definition of "THE LAW": " "HOLDING" for the purposes of Means of Control, directly or indirectly, whether alone or jointly , including by way of another, and including by way of a trustee or agent, or by a right granted under any agreement, including an option to hold which does not arise from convertible securities, or any other means; "TRANSFER" for the purposes of Means of Control, directly or indirectly, for valuable consideration or otherwise, in perpetuity or for a fixed period, at once or in portions; "JOINTLY WITH OTHERS" cooperation on a permanent basis; and the following shall be deemed to be in cooperation on a permanent basis: in respect of an individual - the individual, a person related to him, and a corporation that either of them controls; and in respect of a corporation - the corporation, the person who controls it and a person controlled by either of them;" 5. The following shall replace the definition of "INTERFACE": " "INTERFACE" the physical connection, including optic or wireless, meeting between various operational telecommunications installations; 6. The following shall replace the definition of "TELECOMMUNICATIONS INSTALLATIONS": " "TELECOMMUNICATIONS INSTALLATION" an installation or device which is primarily designated for telecommunications purposes, including Terminal Equipment;" 7. The following shall be inserted after the definition of "TELECOMMUNICATIONS INSTALLATION": " "TENDER NO. 1/01" the tender published by the Ministry on 4 Nissan 5761 (28 March 2001), including clarifications given by the Ministry during the tender, and following which this License has been amended;" 8. The following shall replace the definition of "INTERNATIONAL TELECOMMUNICATIONS SYSTEM": ----------------- (1) Sefer Hachukim, 5742, p.218; 5761, p.530. " "INTERNATIONAL TELECOMMUNICATIONS SYSTEM" a telecommunications installations system , connected or intended to be connected to a Public Telecommunications Network through an International Network Termination Point (NTP), which serves or intends to serve for the transmission of telecommunications messages between an international switch located in Israel and a Telecommunications Installation located outside of Israel, including a satellite ground station and other Telecommunications Installations (hereinafter: "COMPONENTS OF THE SYSTEM"), and including transmission facilities between Components of the System;" 9. The following shall be inserted after the definition of "MOBILE RADIO TELEPHONE SYSTEM" (MRT SYSTEM): " "DO (DOMESTIC OPERATOR)" a holder of a general license for the provision of wireline domestic telecommunications services;" 10. The following shall replace the definitions of "THE FIRST OPERATOR", "THE SECOND OPERATOR" and "COMPETING MRT OPERATOR": " "MRT OPERATOR" a holder of a general license for the provision of mobile radio telephone services; "COMPETING MRT OPERATOR" an MRT Operator that is not the Licensee;" 11. The following shall be inserted after the definition of "THE MINISTRY": " "TRANSFER SWITCH" a Telecommunications Installation which contains and operates switching, routing and transmission devices which enable the creation of a connection between various switching centers connected thereto , and the transmission of telecommunications messages between them , including monitoring and routing installations;" 12. The following shall be inserted in place of the definition of "OFFICE BEARER": " "OFFICE BEARER" a person serving as a director, general manager, chief executive officer, deputy general manager, vice general manager, or a person acting as a replacement of one of the above in a company even under a different title as well as any other manager directly subordinate to the general manager of the company;" 13. The following shall replace the definition of "APPENDIXES": " "APPENDIXES" The First Annex and the Appendixes set out in the Second Annex to the License;" 14. The following shall be inserted after the definition of "PTP (POINT TO POINT) LINE": "INTERCONNECTION" a physical or logical connection between the Public Telecommunications Network of one licensee and the Public Telecommunications Network of another licensee, enabling the transfer of telecommunications messages between the subscribers of both licensees or the provision of services by one licensee to the subscribers of another licensee;" 15. The following shall be inserted after the definition of "THE LICENSE": "THE NETWORK" The Licensee's MRT system;" 16. The following shall replace the definition of "PUBLIC TELECOMMUNICATIONS NETWORK": " "PUBLIC TELECOMMUNICATIONS NETWORK" - a system of Telecommunications Installations serving or designated to serve as a provider of Telecommunications Services to the entire public around the country, or at least in an area of service that includes exchanges and transmission switches, transmission equipment and an access network including an MRT system and an International Telecommunications System, and with the exception of a private network, Terminal Equipment and MRT Terminal Equipment;" 17. The following shall be inserted after the definition of "PUBLIC TELECOMMUNICATIONS NETWORK": " "WIRELINE PUBLIC TELECOMMUNICATIONS NETWORK" a public domestic telecommunications network, with the exception of an MRT system and an International Telecommunications System; "ACCESS NETWORK" components of a Public Telecommunications Network used to connect a switching center and a network termination point (NTP) using wireline infrastructure, wireless infrastructure or a combination of the two;" 18. The following shall be inserted after the definition of "The BEZEQ CORPORATION NETWORK": " "USE" access to a Telecommunications Installation of the Licensee, including to its Public Telecommunications Network or Access Network, in whole or in part, and the ability to use such , for the implementation of Telecommunications Activity and to provide Telecommunications Services thereby, including the installation of a Telecommunications Installation of another licensee on the Licensee's telecommunications facility or premises;" 19. The following shall replace the definition of "BASIC TELEPHONE SERVICE": " "BASIC TELEPHONE SERVICE" switched or routed bi-directional transmission , including via modem, speech or speech-like telecommunications messages, such as facsimile signals; "TELEPHONY SERVICE" Basic Telephone Service and Accompanying Services to such service;" 20. The following shall replace the definition of "ROAMING SERVICE": " "ROAMING SERVICE" an MRT Service provided overseas and in the territories under the Civil Administration of the Palestinian Council via the MRT system of a foreign MRT operator (hereinafter: a "FOREIGN OPERATOR"), whereby the Subscriber pays the Licensee for the service; and similarly - an MRT Service provided in Israel via the Licensee's MRT system, whereby the Licensee provides a service to a Foreign Operator for the subscribers of such operator; for this purpose, the "PALESTINIAN COUNCIL" - as defined in the Law for Implementation of the Interim Agreement regarding the West Bank and Gaza Strip Law (Jurisdictional Powers and Other Provisions) ( (Legislative Amendments), 5756-1998 [sic](2);" 21. The following shall replace the definition of "ACCOMPANYING SERVICE": " "ACCOMPANYING SERVICE" a service as set out in the First Annex to the License, provided on the basis of a Basic Telephone Service, which by its nature can only be provided by the provider of the basic service;" 22. The following shall replace the definition of "VALUE ADDED SERVICE": " "VALUE ADDED SERVICE" a service provided based on a Basic Telephone Service, which by its nature can also be granted by ----------------- (2) Sefer Hachukim 5742 [sic], p. 34. another licensee who is not the supplier of the basic service; for the purposes of the services of the Licensee, such service as set out in the First Annex of the License;" 23. The following shall be inserted after the definition of "VALUE ADDED SERVICE": " "INFRASTRUCTURE SERVICE" an Interconnection or the ability of Use given to another licensee, a Franchisee or to a broadcast licensee;" " "WIRELINE DOMESTIC TELECOMMUNICATIONS SERVICES" Infrastructure Service, transmission, data communications and telephony services;" 24. The following shall replace the definition of "LICENSEE'S SERVICES": " "LICENSEE'S SERVICES" MRT Services, Telecommunications Services and other services that the Licensee is entitled to provide to its subscribers, to other licensees, to broadcast licensees, to Franchisees and to the Security Forces under this License;" 25. The following shall be inserted after the definition of "ENGINEERING PLAN": " "NUMBERING PLAN" as defined in section 5A(b) of the Law;" AMENDMENT OF CLAUSE 7 26. Clauses 7.1(j), 7.1(k) and 7.1(l) are deleted; AMENDMENT OF CLAUSE 8 27. The following shall replace clause 8, entitled "EXCLUSIVITY": "8. NO EXCLUSIVITY 8.1 The Licensee shall not have any form of exclusivity whatsoever in the provision of its services. 8.2 The Minister may at any time grant a license for the provision of MRT Services to additional operators. 8.3 Should the Minister publish a tender for the provision of MRT Services, the Licensee may submit a bid in the tender, however, the Minister may determine , as part of the conditions of such tender, that if the Licensee wins the tender, the receipt of a license shall be conditional upon the Licensee transferring its MRT System to another as the Minister may order, and on such conditions as he may prescribe, and that the Licensee shall cease to provide MRT Services." AMENDMENT OF CLAUSE 9 28. In clause 9.5, the words "in the context of extension of the License" shall be inserted following the words "Notwithstanding the aforesaid" and before the word "following". AMENDMENT OF CLAUSE 12 29. In clause 12.1, the words "clause 9.5" shall replace the words "clause 9.1". REPLACEMENT OF CLAUSE 30 30. The following shall replace clause 30, entitled "CONNECTION TO OTHER TELECOMMUNICATIONS SYSTEMS": "30. INTERCONNECTION OBLIGATION 30.1 The Licensee shall act in order to effect the Interconnection of the Network with any other Public Telecommunications Network operating in the area in which the law, jurisdiction and administration of the State of Israel apply (including settlements, military sites and military installations in Judea, Samaria and the Gaza Strip), and including to any Wireline Public Telecommunications Network, International Telecommunications System and the MRT System of another MRT operator. 30.2 The Interconnection between the Network and the Public Telecommunications Network of another licensee shall be effected in such a way as to enable the following: (a) Transfer of telecommunications messages between Terminal Equipment connected to the Network and Terminal Equipment connected to the other Public Telecommunications Network; (b) Proper and orderly provision of services by the Licensee to the subscribers of another licensee, and provision of services by the other licensee to subscribers of the Licensee. 30.3 Interconnection may be effected directly or indirectly, via the Public Telecommunications Network of another general licensee, provided that it allows for the provisions of clause 30.2. 30.4 In an Interconnection between the Network and a Wireline Public Telecommunications Network, the Licensee shall act to set up Interface points between the two Networks, for every type of service (infrastructure, transmission and data communications, telephony), with at least three main Transfer Switches; unless the Director has determined otherwise based upon a written application from the Licensee; the setting up of the above Interface points shall be effected under an agreement between the Licensee and the Domestic Operator; such an agreement shall contain, inter alia, the technical, operational and commercial particulars of the connection, and the number and location of connections. 30.5 In an Interconnection between the Network and an International Telecommunications System, the Licensee shall act in accordance with the provisions of Appendix J to the License. 30A. RULES REGARDING EFFECTING OF INTERCONNECTION The Licensee shall act to effect the Interconnection subject to all of the following: (a) The Licensee shall ensure that the technical and operational standards of the Network match the requirements for connection to the Public Telecommunications Network of the Domestic Operators, the other MRT operators and the international operators (hereinafter: "AN OTHER OPERATOR"), that the operations of the Network be properly integrated with the operations of the Public Telecommunications Network of the Other Operator and that the Interconnection shall not harm the proper operation of these systems or proper service to their subscribers; (b) The Licensee shall provide the Interconnection service on equal terms to every Other Operator and shall avoid any discrimination in effecting such Interconnection, including in respect of: (1) The supply of infrastructure installations and network connection services; (2) the availability of connection facilities; (3) methods, quality and durability of the connection; (4) switching alterations and adjustments to installations , protocols and Network Interface points; (5) payments for Iinterconnections; (6) Billing and collection arrangements and transfer of information to Subscribers; (7) commercial terms for effecting Interconnection; (8) provision of information regarding the Network and changes therein which relate to Interconnection; (c) The Licensee shall make available to the Other Operator any essential information that the Other Operator requires in order to provide its services via the Licensee's facilities; such information shall be provided subject to any law regarding protection of privacy or commercial confidentiality; where the parties do not reach an agreement as to the nature and scope of the essential information, the Minister shall rule on the matter; (d) The Licensee shall provide the Other Operator with information on planned changes to its Network, which might affect Interconnection with the Public Telecommunications Network of the Other Operator, or Interconnection between the Public Telecommunications Networks of the Other Operators; the Licensee shall supply the said information in such a manner as to allow the Other Operator to be reasonably prepared for the implementation of the said changes; (e) For the purposes of sub-clauses (c) and (d), the Licensee may make the provision of information to the Other Operator conditional upon execution of a reasonable confidentiality agreement, intended to protect the rights of the Licensee under any law, including commercial secrets, intellectual property rights and the like, relevant to the information regarding the change in the Network that is to be delivered to the Other Operator; (f) The conditions for Interconnection between the Network and the Public Telecommunications Network of an Other Operator shall be arranged by an agreement between the Licensee and the Other Operator; where the parties fail to reach an agreement, the Minister shall rule on the matter; (g) (1) The Licensee shall allow its Subscribers to receive all of the services offered to them by the Other Operator, and may allow the subscribers of the Other Operator to receive all of the services from the Licensee , provided that receipt of such services is possible under any law. (2) The Director may order the Licensee to allow subscribers of another licensee to receive the services given by the Licensee , provided that the receipt of such services as aforesaid is technically and legally possible. (3) Notwithstanding the provisions of paragraph (1), the Director may, upon a written application from the Licensee, exempt the Licensee from the obligation of providing its Subscribers with the possibility of receiving services from the Other Operator for technical, economic or other justifiable reasons. (h) The Licensee shall provide the Director with a signed copy of any agreement between the Licensee and the Other Operator regarding Interconnection; (i) The Licensee shall provide the Director, upon demand, with any information provided to the Other Operator pursuant to sub-clauses (c) and (d), and a copy of any confidentiality agreement pursuant sub-clause (e); (j) The Licensee shall act in accordance with any other instructions that the Minister may prescribe. 30B. PAYMENT FOR TRAFFIC COMPLETION AND INTERCONNECTION Where the Minister has not prescribed payment for Interconnection or payment deriving from Interconnection, the Licensee may charge a reasonable and non-discriminatory sum for these. 30C. PROHIBITION AGAINST DELAYING INTERCONNECTION The Minister shall give the Licensee a reasonable opportunity to make claims regarding the Minister's intention to instruct the Licensee regarding the manner of effecting Interconnection and the scope thereof, activities, services and Accompanying Services for effecting Interconnection, and payment for Interconnection; where the Minister has instructed the Licensee in respect of such matters, the Licensee shall not delay Interconnection to the Network in any manner, and shall fulfill its obligations in accordance with the instructions of the Minister, in good faith and properly, on the date prescribed for such and in full cooperation. 30D. PROVISION OF POSSIBILITY OF USE 30D.1 The Minister may instruct the Licensee regarding the provision of the possibility of use of its Telecommunications Installation in accordance with his powers under section 5 of the Law. 30D.2 The Licensee shall allow another licensee, in accordance with the instructions of the Minister, to provide Value Added Services via the Network; the Licensee shall ensure reasonable and equal conditions for any other licensee, in respect of the supply of Value Added Services by the other licensee to the Licensee's subscribers, including in respect of the matters set out in clause 30A, mutatis mutandis. 30D.3 For the purpose of provision of the possibility of Use, the provisions of clauses 30A through 30C shall apply, mutatis mutandis. 30E. INFRASTRUCTURE SERVICES TO AN AFFILIATED COMPANY 30E.1 The Licensee shall avoid giving preference to a licensee that is an Affiliated Company over any other licensee, in the provision of Infrastructure Services, in terms of either payment or service, in terms of the conditions or availability of the service, or in any other manner. 30E.2 (a) Upon the written request of the Licensee, the Director may permit limitations for the Licensee on the provisions of clause 30E.1 in respect of another licensee or broadcast licensee which is an Affiliated Company, provided that the following conditions apply: (1) such other licensee or Franchisee is not a Substantial Operator; (2) the Director is of the opinion that the giving of such approval shall not substantially harm competition in the field of telecommunications (b) Limitations as aforesaid in sub-clause (a) might permit the Licensee to provide the Affiliated Company with Use of its Telecommunications Installations under preferred conditions and may be limited by time or any other condition. (c) In considering the permit under this clause, the Director shall take into account the existence of a valid agreement, executed prior to Amendment No. 14 of this License, between the Licensee and an Affiliated Company, as aforesaid, inter alia regarding limitation of the permit by time or other conditions. 30E.3 In this clause, "AFFILIATED COMPANY", "SUBSIDIARY" and "SUBSTANTIAL OPERATOR" - as defined in the Telecommunications Regulations, (Proceedings and Conditions for Receipt of a General License for the Provision of Domestic Wireline Telecommunications Services) 5760-2000. 30F. NUMBERING PLAN 30F.1 The Licensee shall act in accordance with the Numbering Plan, and in accordance with the instructions of the Director regarding the activation and implementation of the Numbering Plan. 30F.2 Should the Director give instructions regarding number portability such that every subscriber of another MRT licensee shall be able to become a subscriber of the Licensee or receive services from the Licensee without altering his number, and vice versa, the Licensee shall integrate facilities in its Public Telecommunications Network that will allow for the implementation of such feature, on the date and in the manner to be prescribed by the Director." AMENDMENT OF CLAUSE 45 31. The following shall be added after clause 45.1(B): "(c) Frequency bands allocated exclusively for the Licensee's use as specified below : (1) From 1 February 2002 to 1 January 2004, the following bands shall be allocated: 1732 to 1738.4 MHz, and the matching domain 1827 to 1833.4MHz; 1937 to 1942 MHz, and the matching domain 2127 to 2132 MHz; (2) As of 1 January 2004, the following bands shall be allocated: 1730 to 1740 MHz and the matching domain 1825 to 1835 MHz; 1940 to 1950 MHz and the matching domain 2130 to 2140 MHz; (3) As of 1 January 2005, the frequency domain 1910 to 1915 MHz shall be allocated." (4) Notwithstanding the aforesaid, if the Licensee requests to postpone the date of the beginning of use of the bands set out in sub-clauses (1) to (3) or part of them, to a later date, the Director may suspend the band allocation until a date to be decided upon. AMENDMENT OF CLAUSE 60 32. The following shall replace clause 60.2: "60.2 Without derogating from the provisions of clause 75.3, the Licensee shall provide MRT Services and the Services Package, as defined in clause 73A, to every person so requesting, on equal and non-discriminatory terms, and at a non-discriminatory tariff." 33. The following shall be inserted in place of clause 60.3 which has been repealed: "60.3 Should the Director find that the Services Package might harm competition or consumers, he shall give notice of such to the Licensee noting the date on which the Licensee is to cease offering the Services Package to its subscribers. 60.4 If the Licensee provides any MRT Service to any person or body in return for payment, the service shall be available to every Subscriber in the entire coverage area of the system, while meeting the minimum requirements regarding quality of service, without discrimination, within 24 months of the commencement of provision of the service in return for payment. 60.5 Upon written application from the Licensee, the Director may permit the Licensee limitations on the provisions of clause 60.4, after being convinced that there is a real difficulty in supplying the service to all who request it, and that certain characteristics of the service give special and extraordinary grounds and justification for such." AMENDMENT OF CLAUSE 66 34. The following shall be inserted in place of clause 66, entitled "PROTECTION OF SUBSCRIBER PRIVACY AND COOPERATION WITH THE SECURITY FORCES" and clause 66A, entitled "SPECIAL SERVICES TO THE SECURITY FORCES": "66. PROTECTION OF SUBSCRIBER PRIVACY 66.1 Without derogating from the provisions of the Law, the Secret Monitoring Law, 5739-1979(3), the Protection of Privacy Law, 5741-1981(4), or any other law regarding protection of the privacy of a person, the Licensee shall not be entitled to listen to the telephone or any other communication of a Subscriber without the Subscriber's written consent, other than for the purpose of quality control of the service or the prevention of fraud. 66.2 Subject to the provisions of clause 66A, the Licensee, its employees, agents and any person acting on its behalf shall not be entitled to disclose lists or documents containing the name and address of a Subscriber or any other information regarding a Subscriber, including account details, call traffic, times and destinations to any person other than the Subscriber or a person authorized by the Subscriber for such. 66.3 Notwithstanding the provisions of clause 66.2, the Licensee may do the following: (a) provide details of the Subscriber to another licensee for the purpose of collection of monies owing from the Subscriber for services provided to it via the Network, provided that the details so provided are essential for the purpose of collecting money and accounting and that the other licensee has undertaken to maintain the privacy of the Subscribers; ----------------- (3) Sefer Hachukim, 5739, p. 118; 5755, p. 180 (4) Sefer Hachukim, 5741, p. 128; 5756, p. 290 (b) provide the details of a Subscriber, to the extent that such details are in its possession, to another person under any power at law. 66A. SERVICES TO THE SECURITY FORCES 66A.1 The Licensee shall supply special services to the Security Forces, as set out in the Security Appendix (Confidential) attached to this License as Appendix K. 66A.2 The Licensee shall allow the Security Forces, as identified by the Director in writing, to exercise, subject to any law, their powers in respect of any telecommunications operation under the License, and shall be responsible for ensuring the existence, proper operation and technical adaptability of the equipment and infrastructure required to enable such performance, all in coordination with the Security Forces and as set out in Appendix K; the Security Forces shall bear payment under the provisions of section 13 of the Law. 66A.3 The Licensee shall be exempt from the obligation to indemnify the State under the provisions of clause 91.2 of the License and/or under any law, for the provision of the special services to the Security Forces. 66B. SECURITY PROVISIONS 66B.1 The Licensee shall appoint a security officer in accordance with the provisions of the Security Arrangements in Public Bodies Law, 5758-1998(5), and shall strictly adhere to the security provisions set out in Annex L to the License. 66B.2 The Licensee shall set out appropriate provisions in its foundation documents and regulations and shall act so that no person shall be appointed to act in a position or role set out in Annex L to this License unless he meets the following conditions: (a) he is an Israeli citizen, as defined in the Citizenship Law, 5712-1952(6), and a resident of Israel; (b) he has been given a security clearance from the General Security Services, under which there is nothing to prevent his so acting. 66B.3 The Licensee shall act to keep the activities of the Security Services confidential and shall act in accordance with the security instructions ----------------- (5) Sefer Hachukim, 5758, p. 348; (6) Sefer Hachukim, 5712, p. 146; 5756, p. 362 of such Security Services, including with regard to the appropriate security classification for Office Bearers and persons with roles at the Licensee and the classification of information regarding the activities relating to the Security Services. 66B.4 The Licensee shall take such steps as are required in order to protect the system, components of the system, and the databases serving for the provision of services, operation and control of the system against the activities of unauthorized persons, under the provisions set out in Annex L of this License." AMENDMENT OF CLAUSE 67 35. The words "INFORMATION SERVICES AND ROAMING SERVICES" shall be deleted from the heading of clause 67. 36. The words "and the call traffic, services and tariff plans in respect of which the charge was made" shall be deleted from clause 67.1. 37. Clauses 67.4 through 67.7 shall be deleted. ADDITION OF CLAUSES 67A, 67B AND 67C 38. The following shall be inserted after clause 67, which bears the heading "BILLS TO SUBSCRIBERS": "67A. INFORMATION SERVICE 67A.1 The Licensee shall provide the public free of charge , by itself or via another person, with an information service for finding telephone numbers of its Subscribers, via one of the following: (a) A telephone information service; (b) A telephone directory which shall be updated once a year. 67A.2 Clause 67A.1 shall come into force on 28 Adar I, 5763 (2 March 2003). 67B. ACTIVATION OF SERVICE 67B.1 The Licensee shall supply a Basic Telephone Service, Accompanying Services, and Value Added Services on the dates and at the quality of service as set out in the First Annex. 67B.2 The Licensee shall notify the Director, no later than thirty (30) business days prior to the first activation of a service set out in the First Annex of it's intention to commence provision of the service. 67B.3 Should the Licensee wish to provide a service not included in the First Annex (hereinafter in this clause - a New Service), the Licensee shall notify the Director of it's intention thirty (30) business days before the date on which it intends to commence providing the New Service. The Licensee shall attach to the notice a document containing a summary of the description of the New Service, the manner in which it it to be provided, the tariff the Licensee intends to charge for the New Service and the indices for grade of service that it intends to meet. 67B.4 The Director may notify the Licensee, within thirty (30) business days from the date of receipt of the notice set out in clause 67B.3, that provision of the New Service is subject to the fulfillment of conditions that the Licensee must fulfill either before or after commencement of provision of the New Service, and he may instruct the Licensee not to provide the New Service, giving reasons for such notification. Should the Director not notify the Licensee as aforesaid, the Licensee may provide the New Service thirty (30) days after the date of giving of the notice to the Director. 67.5B Notwithstanding the provisions of clauses 67.2B, 67.3B and 67.4B, upon written application from the Licensee, the Director may permit the Licensee to commence provision of a service even earlier than thirty (30) business days after the date of giving of notice by the Licensee. 67.6B Any New Service that the Licensee might commence providing as set out in clause 67.4B shall be deemed to be part of the First Annex ; the First Annex shall be updated from time to time by the Director. 67C. SERVICE FILE Notwithstanding the provisions of clause 67B, the Director may require the Licensee to prepare a service file for all of its services in the format and on the date set out by the Director in his demand; the service file shall include, inter alia, documents that describe the service and the manner of provision of the service , and shall set out the tariffs and standards of quality of service in respect of it; every such service file shall be submitted to the Director for his approval, and after such approval shall be published in detail and in such a way that the Director shall determine; the Director may order at any time that approval of a service file is a condition of the provision of any service; for the purposes of tariffs not prescribed in regulations, the Director's approval of the service file shall not be deemed to be approval of the reasonableness of the tariff." AMENDMENT OF CLAUSE 75 39. In clause 75.3, the words " "Class of Subscribers" - a group of subscribers the characteristics of which give reasonable grounds to justify its being distinguished from another group" shall replace the words " "Class of Subscribers" - a group of subscribers meeting characteristics enabling them to be distinguished from another group of subscribers". REPLACEMENT OF CHAPTER 7, PART A 40. The following shall replace Chapter 7, Part A: "PART A - ROYALTIES AND PAYMENTS 84. ROYALTIES 84.1 The Licensee shall pay royalties as set out in the Telecommunications Regulations (Royalties), 5761-2001(7) or any other regulations that may replace those (hereinafter: the "ROYALTY REGULATIONS"). 84.2 The Licensee shall attach two copies of an unaudited quarterly income statement, signed by the Licensee and approved by an accountant, to any payment of royalties under this clause; such statement shall include details of the calculation of dutiable income in accordance with the Royalty Regulations, and any other detail upon which the Licensee based the sum of the royalties. 84.3 Upon submission of an annual audited statement of income, signed by the Licensee's accountant (hereinafter: the "AUDITED STATEMENT"), the Licensee shall submit a statement set out by quarters, detailing the correspondence between the income in respect of which it paid royalties and the income appearing in the Audited Statement (hereinafter: the "ADJUSTED STATEMENT"). 84.4 Where it becomes apparent that the sum of royalties that the Licensee was required to pay under the Adjusted Statement is higher than the sum paid by it for the quarter to which the Audited Statement relates, the Licensee shall pay royalty differentials, together with interest and linkage differentials as set out in the Royalty Regulations. 84.5 Where it becomes apparent that the sum of royalties that the Licensee is required to pay under the Adjusted Statement is lower than the sum paid by it for the quarter to which the Audited Statement relates, the Licensee shall be credited with the sum of the surplus payment; surplus payments to which the Licensee is entitled shall be set off, upon written approval by the Director, against the next royalties payment, and interest and linkage differentials shall be calculated in accordance with the last index published prior to the date of the setoff, ----------------- (7) Kovetz Takanot, 5761, p. 985 as aforesaid; for these purposes, interest and linkage differentials shall be as set out in the Royalty Regulations. 85 DELAY IN PAYMENT OF ROYALTIES The Licensee shall pay linkage differentials, arrearage interest and collection costs as set out in the Royalty Regulations, on royalties not paid in the time prescribed for their payment under said regulations. 86. MANNER OF PAYMENT OF ROYALTIES Royalties and linkage differentials, arrearage interest, and collection fees therefor, shall be paid to the accountant of the Ministry of Communications by way of bank transfer into the account of the Ministry of Communications. 87. OTHER OBLIGATORY PAYMENTS The royalties under this section shall be in addition to any fee, tax or other obligatory payment that the Licensee is required to pay under the provisions of any law." AMENDMENT OF CLAUSE 94 41. In clause 94.1, the words "for twenty (20)" shall replace the words "for ten (10)". AMENDMENT OF CLAUSE 95 42. The following shall be inserted in place of clause 95.1(c): "(c) The Licensee charges its Subscribers with payments in contravention of the provisions of clause 75;" 43. The following shall be inserted after clause 95.1(l): "(m) The Licensee has not paid the license fee on the date required, in accordance with the provisions of clause 40.1 of the terms and conditions of Tender No. 1/01. (n) A monetary sanction under the Law has been imposed upon the Licensee and the sum required has not been paid on time, provided that a sum higher than the sum of the sanction shall not be forfeited." AMENDMENT OF CLAUSE 108 44. The following shall replace clause 108.2: "108.2 Where the License and the documents related to it are on public display, the public shall not have the opportunity to inspect the following documents, contained in the Second Annex of the License: (a) Appendix A - Details of the Licensee; (b) Appendix B - the Engineering Plan; (c) Appendix C - Maintenance Procedures; (d) Appendix G - Insurance Contract; (e) Appendix H - Bank Guarantee; (f) Appendix I - Letters of Undertaking; (g) Appendix K - Special Services for Security Forces; (h) Appendix L - Security Instructions." 45. The following shall be inserted after clause 108.3: "108.4 The Licensee shall allow the public to inspect the documents of the License via the internet; the Licensee may also do so through the Ministry of Communications' internet site as long as the Ministry of Communications publishes the License on its internet site. 108.5 The Ministry may publish the License, other than the Appendixes set out in clause 108.2, on such date and in such manner as it sees fit." FIRST ANNEX 46. The attached "FIRST ANNEX" shall replace the existing "FIRST ANNEX". AMENDMENT OF APPENDIX B IN THE SECOND ANNEX 47. The attached "ADDITION TO APPENDIX B - ENGINEERING PLAN" shall be added to Appendix B in the Second Annex. REPLACEMENT OF APPENDIX E IN THE SECOND ANNEX 48. The attached "APPENDIX E - MINIMUM REQUIREMENTS AND LEVEL OF SERVICE TO SUBSCRIBERS" shall replace Appendix E in the Second Annex. REPLACEMENT OF APPENDIX H IN THE SECOND ANNEX 49. The attached "Appendix H - BANK GUARANTEE" shall replace Appendix H in the Second Annex . REPLACEMENT OF APPENDIX I IN THE SECOND ANNEX 50. The attached "Appendix I - LETTERS OF UNDERTAKING" shall replace Appendix I in the Second ANNEX. Jerusalem, 5 Tishri 5763 (sgd.) (10 September, 2002) -------------------------- Reuven (Ruby) Rivlin Minister of Communications FIRST ANNEX LIST OF SERVICES AND GAUGES OF QUALITY OF SERVICE 1. GENERAL 1.1 This Annex contains the list of services that the Licensee is to supply, under the conditions set out in Part B of Chapter E - "LEVEL OF SERVICE TO SUBSCRIBERS". 1.2 The services shall be supplied using the technology operated by the Licensee, unless otherwise noted in the License or in an Annex to the License. 1.3 Wherever the words "SUPPORT IN VARIOUS LANGUAGES" appear, the intention is at least to support in the following four languages: Hebrew, Arabic, English and Russian. 2. LIST OF SERVICES TO BE ACTIVATED - USING GSM 900, GSM 1800 TECHNOLOGY 2.1 BASIC TELEPHONE SERVICES
GAUGES OF SUPPLY QUALITY OF NO. SERVICE NAME SERVICE DESCRIPTION DATE SERVICE* NOTES ------------------------------------------------------------------------------------------------------------------------------ 1 ORDINARY Telephone conversations to and from Exists High sound TELEPHONE Subscribers of the Licensee to any quality and CONVERSATION telephone or other Terminal Equipment high level of (SPEECH) appropriate to the Licensee's Network and privacy to any other Public Telecommunications Network in Israel or around the world. ------------------------------------------------------------------------------------------------------------------------------ 2 ACCESS TO Free dialing to such emergency services as Exists EMERGENCY shall be prescribed by the Director (e.g.: CALLS police, ambulance, fire department, and others). Caller to be directed to an emergency call center by way of definition of the service provider in the place where the Subscriber is. ------------------------------------------------------------------------------------------------------------------------------
* The Licensee shall act in accordance with the definitions of the World GSM Organization, and in accordance with the standards of ETSI (the European Telecommunications Standards Institute), to the extent relevant for each service. 2.2 ACCOMPANYING SERVICES
------------------------------------------------------------------------------------------------------------------------------ GAUGES OF SUPPLY QUALITY OF NO. SERVICE NAME SERVICE DESCRIPTION DATE SERVICE* NOTES ------------------------------------------------------------------------------------------------------------------------------ 1 VOICE Leaving and retrieving voice messages Exists Leaving and MAIL stored in a personal voice mailbox when retrieving the customer is not available or does not messages from wish to answer. Sending an indicator voice mail box when a message is waiting in the even when mailbox. Licensee to support various dialing from languages. other networks. ------------------------------------------------------------------------------------------------------------------------------ 2 "FOLLOW Direction of incoming calls to another Exists ME" telephone number at the Subscriber's election (permanently, only when the Subscriber's number is engaged, only when the Subscriber does not answer or when the Subscriber is not available). The service also operates when the handset is not turned on or is outside a coverage area. ------------------------------------------------------------------------------------------------------------------------------ 3 "HOLD" Directing a caller to a "hold" status, Exists when the Subscriber answers another call or calls another number. Skipping between the two calls. ------------------------------------------------------------------------------------------------------------------------------ 4 CALL Indicator to Subscriber of an incoming Exists WAITING call using special sounds. The Subscriber can choose to answer, not answer, or ignore. ------------------------------------------------------------------------------------------------------------------------------ 5 CALLER Display of the number of the caller on Exists Dependent upon ID the display screen of the handset. the number not being blocked by the caller ------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------ 6 SHORT Sending and receiving of text, Exists Dependent upon MESSAGE graphic, voice and picture terminal handsets SERVICE (SMS) messages from and to Subscribers' handsets in the Licensee's Network or Subscribers' handsets on other networks in Israel and overseas who have reached an agreement with the Licensee. Sending such messages from a personal computer. Sending incoming messages to a facsimile machine. The Licensee shall support various languages. ------------------------------------------------------------------------------------------------------------------------------ 7 24 HOUR Receipt of assistance from Exists See SUBSCRIBER subscriber service 24 hours a day, 7 Appendix E SERVICE days a week, in four languages (Hebrew, Arabic, English and Russian). ------------------------------------------------------------------------------------------------------------------------------ 8 INFORMATION Finding out telephone numbers of Exists See Pursuant to SERVICE Subscribers on the Licensee's Appendix E provisions of the Network. License ----------------------------------------------------- Possibility of calling and receiving Future response by Short Message System (SMS). ------------------------------------------------------------------------------------------------------------------------------ 9 CALLS TO Dialing to emergency services Exists 112 may be EMERGENCY (police, ambulance, fire dialed without a SERVICES department, and other emergency SIM card, under services, as prescribed by the ETSI. This is Director) by way of truncated directed to the dialing codes. These services are police. also available without an SIM card in the handset. ------------------------------------------------------------------------------------------------------------------------------ 10 BILLING Sending invoice containing a Exists 100% SUMMARY summary of all billing (e.g., matching subscription fees, airtime with billing, taxes, other expenses). company Information on billing via records interactive answering service and SMS. ------------------------------------------------------------------------------------------------------------------------------ 11 DETAILED Sending invoice containing details Exists 100% BILLING of all calls made for the entire matching billing period, upon request. with company Receipt of accounts, or specific records parts of accounts. ------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------- 12 CONTROLLED The Subscriber determines the maximum Exists 100% matching BILLING level of use for each billing month in with company order to assist with budgeting. Receipt records of Short Message System (SMS) when billing reaches pre-determined level of use. Increase or decrease of level in real time. ----------------------------------------------------------------------------------------------------------------------------- 13 PERSONAL Subscriber may use one number for all Exists NUMBER types of calls (speech, fax and data). ----------------------------------------------------- May be integrated with call screening Future using the "follow me" service, based on the hour of the day, the identity of the caller or the kind of call. ------------------------------------------------------------------------------------------------------------------------------ 14 TRANSFER OF CALLS Transfer of calls to third party Exists ------------------------------------------------------------------------------------------------------------------------------ 15 CALL SCREENING Receipt, transfer or rejection of calls Future based on identity of caller, or time. ------------------------------------------------------------------------------------------------------------------------------ 16 LIST OF PREFERRED Allows Subscribers to receive calls from Future CALLERS a list of preferred callers. Other calls are sent automatically to the voice mail box or to another number. ------------------------------------------------------------------------------------------------------------------------------ 17 SELECTION OF Subscriber can choose his telephone Exists NUMBER number in accordance with the Numbering Plan in Israel, as part of the Licensee's allotments ------------------------------------------------------------------------------------------------------------------------------ 18 ABILITY TO CHANGE Change of Subscriber's telephone number, Exists NUMBER at Subscriber's request ------------------------------------------------------------------------------------------------------------------------------ 19 ACCESS SERVICES Access from MRT Terminal Equipment to Exists Coordination Subject to TO INFORMATION specific information per geographic of information provisions of IN ACCORDANCE location of Subscriber within cell - protection of WITH LOCATION accuracy of Privacy Law, several 5741-1981 kilometers ------------------------------------------------------------------------------------------------------------------------------ 20 CALL TO Request for any number Exists Via Bezeq INFORMATION listed in Israel: INCLUDING CALL COMPLETION --------------------------------------------------------------------------------------------- Connection to number thus located Future effected by exchange operator, caller doesn't need to write down number. --------------------------------------------------------------------------------------------- Confirmation of number by SMS for storage Future on SIM card ------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------ 21 LOADING "TELEPHONE Loading of telephone numbers by Licensee Future BOOK" directly into "telephone book" on Subscriber's SIM card, per list that Subscriber enters into system via exchange operator, answering service or internet ------------------------------------------------------------------------------------------------------------------------------ 22 VOICE OPERATED Dialing numbers via Subscriber's voice Exists Dependent upon DIALING command (instead of manual dialing) terminal handset ------------------------------------------------------------------------------------------------------------------------------ 23 AUTOMATIC REDIAL The system 'locks' on to an engaged line Exists Dependent upon (COMPLETION OF CALLS and the Network rings the Subscriber back terminal handset TO ENGAGED automatically when the engaged line SUBSCRIBERS) becomes free ------------------------------------------------------------------------------------------------------------------------------ 24 RENEWAL OF LINE THAT Automatic renewal of calls that drop out Future DROPS OUT ------------------------------------------------------------------------------------------------------------------------------ 25 TWO SIM CARDS FOR ONE Operating two pieces of MRT Terminal Exists Orange 2 NUMBER Equipment using identical number and identical account (eg. one handset in the car and one mobile) ------------------------------------------------------------------------------------------------------------------------------ 26 TWO NUMBERS FOR ONE Operating two separate telephone numbers Future SIM CARD from the same MRT Terminal Equipment and SIM card (eg. a private line and a business line) The lines may be billed separately or together ------------------------------------------------------------------------------------------------------------------------------ 27 BLOCKAGE OF Blocking of a Subscriber's ability to Exists INTERNATIONAL ACCESS make outgoing international calls in Israel; and incoming or outgoing calls when roaming outside of Israel ------------------------------------------------------------------------------------------------------------------------------ 28 COLLECT CALLS Collect calling for calls to Future pre-determined numbers. The recipient of the call pays for the call ------------------------------------------------------------------------------------------------------------------------------ 29 VIRTUAL PRIVATE Dialing MRT Terminal Equipment of Exists For corporations NETWORK (VPN) Subscribers within a corporation by with 50 or more calling extension numbers on users corporation's private exchange (PBX) or truncated number. ------------------------------------------------------------------------------------------------------------------------------ 30 WIRELESS CENTREX Receipt of some of the benefits of VPN Future SERVICES for groups of subscribers who are not connected to a PBX. Dialing members of the group via truncated code instead of whole numbers ------------------------------------------------------------------------------------------------------------------------------ 31 CLOSED USER GROUP Transfer of calls between subscribers in Future pre-determined groups ------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------ 32 AUTOMATIC Transfer of incoming calls automatically Future SUBSCRIBER to a list of telephone numbers in order LOCATION (HUNT to locate Subscriber GROUP) ------------------------------------------------------------------------------------------------------------------------------ 33 CONFERENCE CALL Addition of third party to a call without Exists Dependent disconnecting the second party and upon terminal without needing to set up the service in handset advance through an exchange operator ------------------------------------------------------------------------------------------------------------------------------ 34 DATA Connection to data communications Exists COMMUNICATIONS service via subscriber's PC or SERVICE telephone handset (eg. calling the computer or email). ------------------------------------------------------------------------------------------------------------------------------ 35 VOICE INTEGRATED Speech followed by data service (Bearer Future DATA Service) without limitation - allows COMMUNICATIONS transfer of data between two mobile subscribers. May transfer data during the call or after the call has taken place ------------------------------------------------------------------------------------------------------------------------------ 36 HIGH SPEED DATA The Licensee to implement accepted Exists TRANSMISSION standards from time to time at its discretion, such as GPRS (General Parcel Relay Service for wireless networks) or HSCSD (High Speed Circuit Switch Data) so as to offer Subscribers existing or new applications with high speed data communications ------------------------------------------------------------------------------------------------------------------------------ 37 OVER THE AIR On line activation and alteration of SIM Exists ACTIVATION AND card memory so as to save a Subscriber's ALTERATIONS having to come to a service center ------------------------------------------------------------------------------------------------------------------------------ 38 TEMPORARY Disconnection of service for a Subscriber Exists DISCONNECTION for a pre-determined period of time without losing the specific telephone number (eg. during holidays or temporary stay overseas) ------------------------------------------------------------------------------------------------------------------------------ 39 CONSOLIDATED Receipt of one account combining bills Exists Full BILLING for all handsets for Subscribers with a coordination number of telephones or services with system records for accounts sent out ------------------------------------------------------------------------------------------------------------------------------ 40 CLARIFICATION OF Clarification of up-to-date bill status Exists BILL STATUS via voice response, SMS or internet ------------------------------------------------------------------------------------------------------------------------------ 41 ACCOUNT BILLING Typing in of identification code before Future Full every call (so as to distinguish between coordination business calls and private calls made on with system the same line). Receipt of monthly records for invoice with details of use per billing 100% of code. accounts sent ------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------ 42 ELECTRONIC BILLING Control and analysis of information on Exists Full / REPORTING billing and treatment of bills by coordination Subscriber, using special software with system records for 100% of accounts sent ------------------------------------------------------------------------------------------------------------------------------ 43 ADDITIONAL COPY OF Receipt of more than one copy of every Exists ACCOUNT account, upon request ------------------------------------------------------------------------------------------------------------------------------ 44 BILLING ON DEMAND Supply of report of all bills and credits Exists 100% as at the period requested by the coordination Subscriber with system records ------------------------------------------------------------------------------------------------------------------------------
2.3 VALUE ADDED SERVICES
------------------------------------------------------------------------------------------------------------------------------ SUPPLY QUALITY NO. SERVICE NAME SERVICE DESCRIPTION DATE GAUGES NOTES ------------------------------------------------------------------------------------------------------------------------------ 1 ACCESS TO INTERNET Access to internet or to the Exists Access to / INTRANET private intranet network of a internet via company through an account the special access to which is via the internet Subscriber's Terminal Equipment, services computer, PDA or similar device licensee ------------------------------------------------------------------------------------------------------------------------------ 2 IDENTIFICATION AND Identification and verification of Future VERIFICATION user upon access to intranet using Terminal Equipment ------------------------------------------------------------------------------------------------------------------------------ 3 EMAIL Sending and receiving messages Future Via licensee using email address. Indication for email upon receipt of message into services mailbox of Subscriber. Licensee to support in various languages ------------------------------------------------------------------------------------------------------------------------------ 4 VIDEO Sending photos, graphics or live Future COMMUNICATIONS video via the Network (eg. Subscribers who are far from one another can exchange photos and work interactively) ------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------ 5 INTERNATIONAL Provision of MRT Services roaming Exists Under GSM Pursuant to ROAMING ON GSM agreements between the Licensee MoU agreements NETWORKS and other operators in other between Licensee countries with GSM systems. and foreign Provision of MRT Services when operators visiting Israel (for "roamers" from overseas). Provision of MRT cellular services when overseas by way of roaming agreements between the Licensee and other operators in other countries of the world with GSM systems. ------------------------------------------------------------------------------------------------------------------------------ 5A INTERNATIONAL Provision of cellular services Future Pursuant to ROAMING TO during overseas stay via roaming agreements PRE-PAID agreements between the Licensee between Licensee SUBSCRIBERS and other operators in other and foreign countries with GSM systems operators ------------------------------------------------------------------------------------------------------------------------------ 5B INTERNATIONAL Provision of cellular services Exists Pursuant to ROAMING ON OTHER during overseas stay via roaming special NETWORKS agreements between the Licensee agreements and other operators in other between Licensee countries where other systems and foreign are operated (IDEN, CDMA, etc.) operators ------------------------------------------------------------------------------------------------------------------------------ 6 ADVANCED VOICE Sending and receiving speech Exists MAIL BOX messages with more advanced features and abilities: Fax box sending messages to more than one person at once Sending messages from one voice box to another, including transfer of messages received to another person, or direct response to sender. Sending messages using truncated dialing (can combine this feature with truncated dialing in a VPN). "Notice board" Sending and receiving longer notices than allowed during standard timeframes ------------------------------------------------------------------------------------------------------------------------------ 7 PERSONAL Connection of callers to an Future SECRETARY SERVICE exchange operator to deal with more complex messages than voice mail service. Notice passed to Subscriber via speech or Short Message (SMS), per customer instructions (can work as a beeper service) ------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------ 8 GSM / SATELLITE Licensee to support handsets Future Conditional Conditional upon ROAMING with double GSM / satellite upon roaming roaming operating operating statuses agreement agreement with satellite operator and upon satellite network operator's having a license from the Director to provide its services in Israel ------------------------------------------------------------------------------------------------------------------------------ 9 1800, 1900 GSM Licensee to sign roaming Exists Conditional Pursuant to ROAMING agreements with GSM 1800 and GSM upon roaming agreements between 1900 network operators in order to agreements Partner and foreign increase the number of countries to which its Subscribers can roam. Subscribers of the Licensee may use handsets with double operation statuses or rent appropriate handsets using their own SIM card. ------------------------------------------------------------------------------------------------------------------------------ 10 INFORMATION AND Access to wide variety of Exists Via SMS, WAP, IVR CONTENT SERVICES information services via written ACCORDING TO messages or speech (eg. financial SUBSCRIBER NEEDS information, traffic reports, sports news and weather reports). Adjustment of menus in Terminal Equipment in order to allow for access to new services more quickly and efficiently ------------------------------------------------------------------------------------------------------------------------------ 11 SERVICES BASED ON Combination of SMS and GPS Future Subject to the LOCATION (satellite navigation system) so Protection of as to offer customers Privacy Law, location-based services (eg. 5741-1981 whilst driving in a car). Subscriber can be quickly and accurately located. Receipt of navigation instructions based on location of Subscriber. Various services based on receipt of information regarding traffic situation on roads in Israel based on Subscriber's location. Following up movements of subscriber's vehicle (eg if car is stolen) ------------------------------------------------------------------------------------------------------------------------------ 12 NOTIFICATION OF Checking status of Subscriber's Future ACTIVATION OF house alarm, car alarm or any ALARM other alarm using Terminal Equipment ------------------------------------------------------------------------------------------------------------------------------ 13 MARKETING AND Receiving advertisements for Future SHOPPING BY products via speech or written TELEPHONE messages (by ------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------ request). Ordering products via Subscriber's terminal equipment ------------------------------------------------------------------------------------------------------------------------------ 14 ELECTRONIC MONEY Storage and transfer of Future "electronic money" in the memory of the Subscriber's SIM card. Loading of SIM card with money using various, convenient means (such as direct transfer from bank account, from ATMs, from appropriate public telephones or computerized public information stands). ------------------------------------------------------------------------------------------------------------------------------ 15 E-COMMERCE Purchase of products and services Exists To be updated in via Terminal Equipment, being accordance with billed via telephone account. the "Mobile Electronic Commerce" regulations, when published ------------------------------------------------------------------------------------------------------------------------------ 16 ELECTRONIC BANKING Effecting basic banking operations Exists In accordance Conditional upon using Terminal Equipment (eg. with bank the approval of ordering check books, inspecting requirements the Supervisor bank account statements) the of Banks information being transferred to a Subscriber's Terminal Equipment via Short Message System (SMS) ------------------------------------------------------------------------------------------------------------------------------ 16A ELECTRONIC Ability of clearance between a Future In accordance CLEARANCE trader and the credit card with company, using cellular Terminal requirements Equipment of credit card companies ------------------------------------------------------------------------------------------------------------------------------ 17 FACSIMILE SERVICE Receipt, storage and retrieval of Exists facsimile message via Subscriber's Terminal Equipment (fax mail). Subscriber receives a Short Message (SMS) when new fax arrives. Retrieval of fax by redirecting fax message to the fax of the Subscriber's choice. The service also enables Subscribers to send a fax from MRT Terminal Equipment via SMS to a fax machine ------------------------------------------------------------------------------------------------------------------------------ 18 TELEMETRY Enables Subscribers to perform Exists APPLICATIONS remote controlling and monitoring (such as electricity and water meters, traffic lights, cargo, safety warnings, remote readings from computer equipment, environmental monitoring, car parking, medical observation) ------------------------------------------------------------------------------------------------------------------------------ 19 "YELLOW PAGES" Access to "Yellow Pages" Future ------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------ TYPE DIRECTORY type information via exchange operator using truncated dialing ------------------------------------------------------------------------------------------------------------------------------ 20 PROVISION OF MRT Provision of Terminal Exists Not relevant TERMINAL Equipment for use in countries EQUIPMENT with different service bands than Israel (such as in GSM 1800 and 1900 networks) all charges being transferred to the Subscriber's GSM account in Israel ------------------------------------------------------------------------------------------------------------------------------ 21 PROVISION OF SIM Provision of SIM card to visiting Future CARD "roamers" from countries that don't have a roaming agreement ------------------------------------------------------------------------------------------------------------------------------ 22 REGIONAL TARIFFS A special tariff for calls that Future begin and end in a pre-ordained area (eg. house, office) ------------------------------------------------------------------------------------------------------------------------------ 23 PRE-PAID CARD Enables a Subscriber to load his Exists MRT account with a pre-defined amount of money ------------------------------------------------------------------------------------------------------------------------------ 24 ADVERTISEMENT Lower tariffs for Subscribers Future DURING CALL willing to listen to an advertisement at the beginning of the call. Advertiser pays for this discount ------------------------------------------------------------------------------------------------------------------------------ 25 MAINTENANCE OF Repair or replacement of MRT Exists MRT TERMINAL Terminal Equipment dealt with EQUIPMENT by the Licensee ------------------------------------------------------------------------------------------------------------------------------ 26 INSURANCE Comprehensive package covering Future Not relevant theft, loss and breakdown, subject to any law ------------------------------------------------------------------------------------------------------------------------------
3. SERVICES TO SUBSCRIBERS - UPON ACTIVATION OF UMTS SYSTEM (THIRD GENERATION- 3G) 3.1 GENERAL a) All of the services supplied shall be in keeping with the minimum requirements under Appendix E in the Second Annex (clause 15.2 of the conditions of the Tender 1/01). b) The gauges for quality of service (QoS) are based on the standards of the European Telecommunications Standards Institute (ETSI) and the standards of the Third Generation Standards Partnership Project (3GPP). c) The supply of services during the delay times set out are at a probability of 95%. Delay times relate to system delay times; the time it takes to transfer information will be prescribed in accordance with the size of the information (file, photograph, message) and the speed of data transfer defined for the service. 3.2 BASIC TELEPHONE SERVICE
------------------------------------------------------------------------------------------------------------------------------ SUPPLY NO. SERVICE NAME SERVICE DESCRIPTION DATE QoS GAUGES NOTES ------------------------------------------------------------------------------------------------------------------------------ 1 ORDINARY Telephone calls to and Future Data transfer Developments in TELEPHONE CALLS from Subscribers of speed of 4 - infrastructure (SPEECH) Licensee to any other 12.5 kbps. capabilities and appropriate telephone or Loss of mobile devices Terminal Equipment information: will enable appropriate to any other FER (frame transfer of speech Public Telecommunications error rate) via internet Network in Israel or less than 3% protocol (IP), around the world using the benefits of package broadcasts ------------------------------------------------------------------------------------------------------------------------------ 2 DATA Transfer of data via PC / Future * Data COMMUNICATIONS PDA (personal digital transfer rate assistant) / laptop up to 144 kbps connected to Subscriber's * Delay of mobile less than 10 seconds ------------------------------------------------------------------------------------------------------------------------------ 3 FAX Transmission of fax from Future *Data transfer MRT Terminal Equipment to rate of 9.6 any fax machine at the kbps to 64 Subscriber's election kbps * Delay of less than 20 seconds ------------------------------------------------------------------------------------------------------------------------------
3.3 ACCOMPANYING SERVICES
------------------------------------------------------------------------------------------------------------------------------ SUPPLY NO. SERVICE NAME SERVICE DESCRIPTION DATE QoS GAUGES NOTES ------------------------------------------------------------------------------------------------------------------------------ 1 CALL WAITING The ability of a caller to move Future Availability HOLD from one call to another between at peak hours simultaneous calls at probability of 99% ------------------------------------------------------------------------------------------------------------------------------ 2 IDENTIFICATION The ability to identify the Future Availability Unless OF INCOMING telephone number of an incoming at peak hours purposely CALL call at probability concealed by of 99% the caller or dependent on what the second operator does ------------------------------------------------------------------------------------------------------------------------------ 3 CALL BLOCKING The ability to limit the entry or Future Availability exit of calls at peak hours at probability of 99% ------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------ 4 FOLLOW ME The ability to redirect incoming Future Availability calls to pre-determined telephone at peak hours numbers at probability of 99% ------------------------------------------------------------------------------------------------------------------------------ 5 VOICE MAIL The ability of callers to record Future Availability messages and of addressees to at peak hours return calls at probability of 99% ------------------------------------------------------------------------------------------------------------------------------ 6 ROAMING Transfer of calls to a Subscriber Future Conditional who is overseas via a licensee to upon roaming provide International agreements and Telecommunications Services and the abilities the provision of basic wireless of the mobile telephone services and overseas Accompanying Services to a person operator visiting Israel (for roamers from overseas), all via roaming agreements with operators of UMTS systems in other countries ------------------------------------------------------------------------------------------------------------------------------
3.4 VALUE ADDED SERVICES
------------------------------------------------------------------------------------------------------------------------------ SUPPLY NO. SERVICE NAME SERVICE DESCRIPTION DATE QoS GAUGES NOTES ------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------ 1. Advanced Inter-Personal Communications ------------------------------------------------------------------------------------------------------------------------------ 1.1 VIDEO The ability to have bi-directional Future Data transfer CONVERSATION video conversations between two rate of 32 to users 144 kbps Information loss less than 1% FER ------------------------------------------------------------------------------------------------------------------------------ 2. Message Services ------------------------------------------------------------------------------------------------------------------------------ 2.1 ELECTRONIC The ability to send, receive, Future Message transfer MESSAGES (SMS) store and redirect text messages time of less to and from various handsets than 4 seconds ------------------------------------------------------------------------------------------------------------------------------ 2.2 PICTURE MESSAGE The ability to send, receive, Future Data transfer store and redirect pictures to rate of 14.4 to and from various handsets 64 kbps, message transfer time of less than 15 seconds ------------------------------------------------------------------------------------------------------------------------------ 2.3 EMAIL The Subscriber has an email Future Data transfer address which can be available rate of 32 to using various types of devices 144 kbps, email (PC, PDA, mobile terminal transfer time of equipment) less than 10 seconds ------------------------------------------------------------------------------------------------------------------------------ 2.4 MULTIMEDIA NOTICE The ability to send / receive / Future Data transfer store / redirect notices, whilst rate of 32 to using a wide range of various 144 kbps, types of media such as text, message transfer audio, fax, email, video rate of less than 30 seconds ------------------------------------------------------------------------------------------------------------------------------ 2.5 COMBINED MESSAGES The ability of a Subscriber to Future Availability access various messages through during peak hours at one access point, ------------------------------------------------------------------------------------------------------------------------------
without being dependent upon the probability of type of medium used to send the 99% message ------------------------------------------------------------------------------------------------------------------------------ 3. Information and Entertainment Services ------------------------------------------------------------------------------------------------------------------------------ 3.1 VIA SMS The ability to receive (by Future Message retrieval or request) textual transfertime of information on various topics less than 4 such as sports, economics, news seconds ------------------------------------------------------------------------------------------------------------------------------ 3.2 VIA PICTURE The ability to receive (by Future Data transfer MESSAGE retrieval or request) information rate of 14.4 combined with pictures, to 64 kbps, including icons on various message topics such as sports, economics, transfer time news of less than 15 seconds ------------------------------------------------------------------------------------------------------------------------------ 3.3 VIA MULTIMEDIA The ability to receive (by Future Data transfer MESSAGE retrieval or request) rate of 32 to information combining many kinds 144 kbps, of media such as text, fax, email, message audio, video; on various topics transfer time such as sports, economics, of less than 30 news seconds ------------------------------------------------------------------------------------------------------------------------------ 3.4 CELLULAR GAMES The ability to download or access Future Data transfer a variety of games via various rate of 32 to kinds of devices and interfaces 44 kbps, delay such as SMS, WAP. of less than 4 seconds ------------------------------------------------------------------------------------------------------------------------------ 4. Interconnection of Content ------------------------------------------------------------------------------------------------------------------------------ 4.1 INTERNET ACCESS, The ability to connect to an Future Data transfer Depends on ISP VIA MOBILE Internet Service Provider (ISP), rate of 32 to performance HANDSET including transfer files, email 144 kbps, and to enter video and audio data browsing delay of less than 4 seconds per page ------------------------------------------------------------------------------------------------------------------------------ 4.2 ACCESS TO The ability to supply access to Future Data transfer Depends on INTRANET / an organizational network rate of 32 to performance of EXTRANET VIA whether directly on to a local 144 kbps, delay organization MOBILE HANDSET area network (LAN) or a virtual of less than 4 network private network (VPN) seconds ------------------------------------------------------------------------------------------------------------------------------ 5. Mobile e-commerce (M-Commerce) ------------------------------------------------------------------------------------------------------------------------------ 5.1 PAYMENTS VIA The ability to make direct on line Future Delay of less MOBILE HANDSET purchases from a mobile handset. than 4 seconds The service will enable the performance of the entire transaction - verification of subscriber, ordering of goods, and payment ------------------------------------------------------------------------------------------------------------------------------ 6 Machine to Machine ------------------------------------------------------------------------------------------------------------------------------ 6.1 TELEMETRY The ability to enable connection Future Data transfer to machines and to monitor, rate of less control and assist. Eg., for than 64 kbps, vehicles, automatic sales delay of less machines, surveillance cameras, than 10 seconds and other remote controlled devices, wireline or mobile. ------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------ 7. Location-based ------------------------------------------------------------------------------------------------------------------------------ 7.1 MOBILE WORK The ability to supervise, Future Exactness of Future FORCE MANAGEMENT visit and manage mobile location 300 tointegration of / LOCATING / employees, to assist in 500 meters GPS could NAVIGATION navigating them whilst improve the following up their location level of exactness of location information ------------------------------------------------------------------------------------------------------------------------------
"ADDENDUM TO APPENDIX B - ENGINEERING PLAN The addendum to the Engineering Plan appears in the Application filed by the Licensee in Tender No. 1/01,containing the following: 3.4 QUALITY OF SERVICE 16 3.4.1 Systems performance 16 3.4.2 Prevention and treatment of fraud 28 3.4.3 Systems performances during various stages 32 3.5 ENGINEERING PLAN 34 3.5.1 Needs analysis 34 3.5.2 Rollout and amounts 45 3.5.3 Electromagnetic spectrum 62 3.5.4 Radio sub-system 78 3.5.5 Transmission sub-system 110 3.5.6 Switching and routing sub-system 121 3.5.7 Control sub-system 139 3.5.8 Information sub-system 144 3.5.9 Backup, viability and maintenance 165 3.5.10 Numbering plan and address aliases 169 3.5.11 Terminal equipment 173 3.5.12 Encryption, identification and authentication 177 3.5.13 Adjustment to Security Forces requirements 182 3.5.14 Safety 184 3.5.15 Examination plan 190 3.5.16 Ownership of infrastructure 193"
" APPENDIX E - MINIMUM REQUIREMENTS AND LEVEL OF SERVICE TO SUBSCRIBER 1. SYSTEM PERFORMANCES 1.1 The system and its services shall meet the performances, features and gauges defined in the Engineering Plan in Appendix B. 1.2 The system and its services shall not, in any event, fall below the following minimum requirements: 1.2.1 DIGITAL TECHNOLOGY: The system and the services under the extension of the License shall be operated using digital technology, in accordance with relevant international standards. 1.2.2 SERVICE COVERAGE: Subject to the provisions of clause 60.5 of the License, every service will be provided in all of the system's coverage areas, in keeping with the minimum requirements regarding quality of service, within twenty-four (24) months of the date of provision of the service for payment; 1.2.3 QUALITY OF SERVICE (a) In this clause: (1) "BLOCKED CALLS" - calls or connections that cannot be established or messages that cannot be transferred immediately upon the call establishment command due to unavailability of MRT System resources or connection resources between the MRT System and other systems; (2) "DROPPED CALLS" - calls or connections that have terminated not at the initiation of the Subscriber who initiated the call / connection or the Subscriber who received the call; (b) Quality of the service on the MRT System shall not fall below the following: (1) the number of blocked calls during peak hour shall not increase above two percent (2%); (2) the number of dropped calls during peak hour shall not increase above two percent (2%); (c) The system shall meet the requirements set out in paragraphs (a) and (b) ninety-nine percent (99%) of the time during peak hours; (d) Subject to the provisions of clause 60.5 of the License, the system shall reach the level of the requirements set out above no later than twenty-four (24) months after the date of commencement of provision of services in return for payment; as of this date, the aforesaid quality of service shall be maintained in all of the coverage areas of the system; (e) The number of blocked calls and dropped calls shall be measured in the following manner: (1) the measurement shall relate to a time frame of one hour; (2) the peak hour to which the measurement shall relate shall be the busiest hour of the system on the day on which the measurement is taken; (3) the measurement shall be taken during peak hour on each of five (5) consecutive business days as aforesaid; (4) the final data expressing the probability of blocked calls and the probability of dropped calls shall refer to the average of the five (5) hours measured over the five (5) consecutive business days as aforesaid, and to each of the classes of service supplied by the system; (f) The measurement and calculation shall be effected separately for each cell, for each switch and for the system as a whole; notwithstanding the aforesaid, upon written application from the Licensee, the Director may permit limitations to the provisions of clause 1.2.3, after being convinced that there is a real difficulty in effecting such measurement and calculation as aforesaid, provided that an alternative method of measurement and calculation is proposed. 2. GAUGES OF QUALITY OF SERVICE TO CUSTOMERS AND SUBSCRIBERS 2.1 INFORMATION SUPPLY SERVICE TO CUSTOMERS AND SUBSCRIBERS: shall be granted upon application to service centers, at service stations, on the internet site, by email, by telephone requests and facsimile requests. 2.2 STANDARDS FOR ACCESSIBILITY AND PROVISION OF INFORMATION: (a) The telephone service center shall be accessible twenty-four (24) hours a day, every day of the year, other than the Day of Atonement (Yom Kippur). (b) The telephone service center shall be manned at least thirteen (13) hours Sundays through Thursdays and five (5) hours on Fridays and holiday eves. (c) Response at the telephone service center shall be within reasonable time. Should the Director be of the opinion that waiting times for responses at the telephone service center are not reasonable, he may prescribe gauges for response times. (d) A person who calls the telephone service center during hours when it is not manned shall be redirected to a voice mail box to leave a message and shall receive a response on the next following business day. (e) The Licensee shall operate additional channels which shall enable subscribers to contact it for the provision of information or for clarifications, such as: - a computerized IVR voice system; - contact via regular mail; - contact by fax; - contact by email. (f) The Licensee shall publish the address of the service office and the telephone number of the telephone service center, inter alia in the following ways: - in the contract with the Subscriber; - in bills sent to the Subscriber; - in a document sent on its behalf to a Subscriber in a matter relating to customer service; - in its telephone directories and at the telephone service center. 2.3 BILLS TO SUBSCRIBERS: (a) Subscribers' bills shall set out: (1) a monthly charge (fixed payment) (2) conversation duration or airtime duration (minutes, seconds) (3) volume of data consumption (kB, MB) - if the service provided is priced in accordance with data transfer volume. (4) other charges (such as for receipt of information, SMS transmission, M-Commerce) (5) a combination of the above billing methods. (b) Structure of the Bill: Bills shall be sent in a fixed structure as set out below: (1) After payment, the bill shall act as a receipt which includes: the sum to be paid without VAT, the amount of VAT and the total to be paid including VAT. This part shall also contain details of the identity of the Licensee and of the Subscriber. (2) The Licensee may include information regarding special offers and personal notices to the Subscriber. (c) Issue and Dispatch of Bills (1) The Licensee shall issue bills to its Subscribers on a monthly basis or at such other time, with the consent of its Subscribers. (2) A Subscriber wishing to disconnect from the Licensee shall receive a final bill on the nearest possible date, and no later than two months after the date of disconnection. (3) Bills may be sent to a Subscriber by mail or by any other means to be agreed upon with the Subscriber, to such address as the Subscriber shall elect. "APPENDIX H - BANK GUARANTEE To: The State of Israel - Ministry of Communications 23 Jaffa Road, Jerusalem Re: BANK GUARANTEE NO._____________________ 1. At the request of [name of Licensee] (hereinafter: the "APPLICANT"), we hereby guarantee to you to pay any sum, at your demand, up to the total sum in New Israeli Shekels equivalent to US $ 20,000,000 (Twenty Million United States Dollars) at the representative rate of the Dollar on the date of actual payment (hereinafter: the "Guarantee Sum"), in respect of the general license for MRT Services granted to the Applicant. 2. For the purposes of this Deed of Guarantee, the "REPRESENTATIVE RATE" - the exchange rate of the United States Dollar published by the Bank of Israel, known on the date of actual payment. 3. We undertake to pay you, upon your first written demand, any sum set out in such demand up to the Guarantee Sum, within ten days of the date of receipt of your demand. 4. Our undertaking under this Deed of Guarantee shall be unconditional, and in particular, you shall not be required to give details, grounds nor proof for your demand, nor first demand any sum from the Applicant. 5. This Guarantee shall be in force until [two years after the date of termination of the License]; however, if on such date the Applicant has not, to your satisfaction, paid all of its debts, the Guarantee shall be extended, each time for a period of one additional year, at your demand, which shall be submitted to us in writing no later than 21 days before the end of each year; the Applicant shall bear all expenses incurred in the exercise or extension of this Guarantee. Yours truly Bank______________________" " APPENDIX J - LETTERS OF UNDERTAKING The Letter of Undertaking shall be in this form To: The Director General Ministry of Communications 23 Jaffa Road Jerusalem Re: LETTER OF UNDERTAKING WHEREAS __________________ (hereinafter: the "Company") submitted an application to extend the Company's general license to provide MRT Services under Tender No. 1/01 (hereinafter: the "License"); and WHEREAS as a condition for the extension of the License, the Company is required to prove its ability to finance, in due course, the investments stemming from the business plan that it submitted as part of the basic application in Tender No. 1/01, or other requirements relating to the License; WE HEREBY DECLARE AS FOLLOWS: 1. We hereby undertake to you, that if the Company wins the extension of the License, in any event that the Company is required to pay a sum of money in order to meet the conditions of the License, or in order to meet the rest of the undertakings connected to the License, whether they stem from the conditions of the License or from any law, such sum shall be obtained and funded from the Company's direct sources or from external sources that the Company shall ensure to obtain. 2. We are aware that if the Company does not act in accordance with this undertaking, despite having received a written demand from the Director General of the Ministry of Communications, such shall be deemed to be a breach of the conditions of the License. 3. This undertaking is irrevocable, and shall remain in force so long as the License granted to us, if granted, remains in force. ------------------------------------ [Name of person making undertaking] Name of Signatory / Signatories: His / her / their position: I hereby certify that the signatories to this Letter of Undertaking are authorized to bind [name of company ] by their signature. ___________________________, Advocate.